Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | OWENS & MINOR INC/VA/ | |
Entity Central Index Key | 75,252 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Trading Symbol | OMI | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 61,249,613 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net revenue | $ 2,333,961 | $ 2,415,601 | $ 6,928,441 | $ 7,355,069 |
Cost of goods sold | 2,032,019 | 2,119,326 | 6,071,787 | 6,462,739 |
Gross margin | 301,942 | 296,275 | 856,654 | 892,330 |
Distribution, selling, and administrative expenses | 261,045 | 241,305 | 735,353 | 726,944 |
Acquisition-related and exit and realignment charges | 9,299 | 2,739 | 21,134 | 19,974 |
Other operating (income) expense, net | 1,927 | (1,337) | 2,143 | (5,179) |
Operating earnings | 29,671 | 53,568 | 98,024 | 150,591 |
Interest expense, net | 8,737 | 6,770 | 22,218 | 20,324 |
Income before income taxes | 20,934 | 46,798 | 75,806 | 130,267 |
Income tax provision | 10,063 | 16,967 | 26,010 | 48,585 |
Net Income | $ 10,871 | $ 29,831 | $ 49,796 | $ 81,682 |
Net income per common share: | ||||
Basic and diluted (in USD per share) | $ 0.18 | $ 0.48 | $ 0.82 | $ 1.32 |
Cash dividends per common share (in USD per share) | $ 0.2575 | $ 0.255 | $ 0.7725 | $ 0.765 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income | $ 10,871 | $ 29,831 | $ 49,796 | $ 81,682 |
Other comprehensive income (loss), net of tax: | ||||
Currency translation adjustments (net of income tax of $0 in 2017 and 2016) | 12,254 | 1,401 | 40,151 | 2,443 |
Change in unrecognized net periodic pension costs (net of income tax of $220 and $665 in 2017 and $194 and $532 in 2016) | 236 | 218 | 702 | 701 |
Other (net of income tax of $0 in 2017 and 2016) | 94 | 82 | 288 | 119 |
Total other comprehensive income (loss), net of tax | 12,584 | 1,701 | 41,141 | 3,263 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 23,455 | $ 31,532 | $ 90,937 | $ 84,945 |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 0 | $ 0 | $ 0 | $ 0 |
Change in unrecognized net periodic pension costs, income tax benefit | 220 | 194 | 665 | 532 |
Other, income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 98,415 | $ 185,488 |
Accounts receivable, net of allowances of $14,609 and $13,538 | 732,756 | 606,084 |
Merchandise inventories | 989,251 | 916,311 |
Other current assets | 311,499 | 254,156 |
Total current assets | 2,131,921 | 1,962,039 |
Property and equipment, net of accumulated depreciation of $224,970 and $201,399 | 203,587 | 191,718 |
Goodwill, net | 690,230 | 414,936 |
Intangible assets, net | 231,886 | 82,511 |
Other assets, net | 76,532 | 66,548 |
Total assets | 3,334,156 | 2,717,752 |
Current liabilities | ||
Accounts payable | 875,630 | 750,750 |
Accrued payroll and related liabilities | 31,998 | 45,051 |
Other current liabilities | 296,663 | 238,837 |
Total current liabilities | 1,204,291 | 1,034,638 |
Long-term debt, excluding current portion | 917,256 | 564,583 |
Deferred income taxes | 137,539 | 90,383 |
Other liabilities | 71,286 | 68,110 |
Total liabilities | 2,330,372 | 1,757,714 |
Commitments and contingencies | ||
Equity | ||
Common stock, par value $2 per share; authorized - 200,000 shares; issued and outstanding - 61,249 shares and 61,031 shares | 122,499 | 122,062 |
Paid-in capital | 224,183 | 219,955 |
Retained earnings | 683,444 | 685,504 |
Accumulated other comprehensive loss | (26,342) | (67,483) |
Total equity | 1,003,784 | 960,038 |
Total liabilities and equity | $ 3,334,156 | $ 2,717,752 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts and notes receivable, allowances | $ 14,609 | $ 13,538 |
Property and equipment, accumulated depreciation | $ 224,970 | $ 201,399 |
Common stock, par value (USD per share) | $ 2 | $ 2 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 61,249,000 | 61,031,000 |
Common stock, outstanding (in shares) | 61,249,000 | 61,031,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
Net Income | $ 49,796 | $ 81,682 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 41,060 | 42,182 |
Share-based compensation expense | 8,592 | 8,934 |
Provision for losses on accounts receivable | 1,158 | (216) |
Deferred income tax (benefit) expense | (4,585) | (3,233) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (79,114) | 5,023 |
Merchandise inventories | (56,134) | (5,066) |
Accounts payable | 79,787 | 58,742 |
Net change in other assets and liabilities | (40,634) | (44,903) |
Other, net | 5,719 | 1,366 |
Cash provided by (used for) operating activities | 5,645 | 144,511 |
Investing activities: | ||
Acquisition, net of cash acquired | (366,569) | 0 |
Additions to property and equipment | (24,963) | (13,682) |
Additions to computer software and intangible assets | (12,826) | (7,081) |
Proceeds from sale of property and equipment | 780 | 4,497 |
Cash used for investing activities | (403,578) | (16,266) |
Financing activities: | ||
Change in bank overdraft | 0 | 21,753 |
Proceeds from debt issuance | 250,000 | 0 |
Borrowing under revolving credit facility | 117,200 | 0 |
Financing costs paid | (1,798) | 0 |
Cash dividends paid | (47,316) | (47,802) |
Repurchases of common stock | (5,000) | (48,654) |
Other, net | (7,363) | (8,118) |
Cash provided by (used for) financing activities | 305,723 | (82,821) |
Effect of exchange rate changes on cash and cash equivalents | 5,137 | 6,652 |
Net increase (decrease) in cash and cash equivalents | (87,073) | 52,076 |
Cash and cash equivalents at beginning of period | 185,488 | 161,020 |
Cash and cash equivalents at end of period | 98,415 | 213,096 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid, net | 26,917 | 57,996 |
Interest paid | $ 19,951 | $ 20,023 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Dec. 31, 2015 | 62,803 | ||||
Beginning Balance at Dec. 31, 2015 | $ 992,590 | $ 125,606 | $ 211,943 | $ 706,866 | $ (51,825) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Income | 81,682 | 81,682 | |||
Other comprehensive income (loss) | 3,263 | 3,263 | |||
Dividends declared | (47,671) | (47,671) | |||
Shares repurchased and retired (in shares) | (1,378) | ||||
Shares repurchased and retired | (48,653) | $ (2,757) | (45,896) | ||
Share-based compensation expense, exercises and other (in shares) | 274 | ||||
Share-based compensation expense, exercises and other | 5,472 | $ 549 | 4,923 | ||
Ending Balance (in shares) at Sep. 30, 2016 | 61,699 | ||||
Ending Balance at Sep. 30, 2016 | $ 986,683 | $ 123,398 | 216,866 | 694,981 | (48,562) |
Beginning Balance (in shares) at Dec. 31, 2016 | 61,031 | 61,031 | |||
Beginning Balance at Dec. 31, 2016 | $ 960,038 | $ 122,062 | 219,955 | 685,504 | (67,483) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Income | 49,796 | 49,796 | |||
Other comprehensive income (loss) | 41,141 | 41,141 | |||
Dividends declared | (47,169) | (47,169) | |||
Shares repurchased and retired (in shares) | (155) | ||||
Shares repurchased and retired | (4,997) | $ (310) | (4,687) | ||
Share-based compensation expense, exercises and other (in shares) | 373 | ||||
Share-based compensation expense, exercises and other | $ 4,975 | $ 747 | 4,228 | ||
Ending Balance (in shares) at Sep. 30, 2017 | 61,249 | 61,249 | |||
Ending Balance at Sep. 30, 2017 | $ 1,003,784 | $ 122,499 | $ 224,183 | $ 683,444 | $ (26,342) |
Consolidated Statements of Cha9
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared (in USD per share) | $ 0.2575 | $ 0.255 | $ 0.7725 | $ 0.765 |
Basis of Presentation and Use o
Basis of Presentation and Use of Estimates | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The Clinical & Procedural Solutions (CPS) business segment has been renamed "Proprietary Products" effective January 1, 2017. Byram Healthcare (Byram), acquired on August 1, 2017, is included in the Domestic segment. There have been no other changes to the segment composition or our method of measuring segment operating earnings. Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The carrying amounts of cash and cash equivalents, accounts receivable, financing receivables, accounts payable and financing payables included in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The fair value of long-term debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings and average remaining maturities (Level 2). We determine the fair value of our derivatives, if any, based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies. See Note 8 for the fair value of long-term debt. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On August 1, 2017, we completed the acquisition of Byram Healthcare, a leading domestic distributor of reimbursable medical supplies sold directly to patients and home health agencies. The consideration was $367 million , net of cash acquired, which is subject to final working capital adjustments with the seller. The purchase price was allocated on a preliminary basis to the underlying assets acquired and liabilities assumed based upon our current estimate of their fair values at the date of acquisition. The purchase price exceeded the preliminary estimated fair value of the net tangible and identifiable intangible assets by $263 million , which was allocated to goodwill. The following table presents the preliminary estimated fair value of the assets acquired and liabilities assumed recognized as of the acquisition date. The fair value of intangibles from this acquisition was primarily determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 inputs. The allocation of purchase price to assets and liabilities acquired is not yet complete. Preliminary Fair Assets acquired: Current assets $ 62,902 Goodwill 263,155 Intangible assets 156,000 Noncurrent assets 3,615 Total assets 485,672 Liabilities assumed: Current liabilities 72,397 Noncurrent liabilities 46,706 Total liabilities 119,103 Fair value of net assets acquired, net of cash $ 366,569 We are amortizing the preliminary fair value of acquired intangible assets, primarily customer relationships and a tradename, over their estimated remaining weighted average useful lives of 10 years . Goodwill of $263 million , which we assigned to our Domestic segment, consists largely of expected opportunities to expand into the non-acute market with direct to patient distribution capabilities. None of the goodwill recognized is expected to be deductible for income tax purposes. Pro forma results of operations for Byram has not been presented because the effects on revenue and net income were not material to our historic consolidated financial statements. Acquisition-related expenses in the current year consisted primarily of transaction costs incurred to perform due diligence and to analyze, negotiate and consummate the Byram acquisition, and costs to transition the acquired operations. We recognized pre-tax acquisition-related expenses of $3.1 million in 2017 related to these activities. |
Financing Receivables and Payab
Financing Receivables and Payables | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Financing Receivables and Payables | Financing Receivables and Payables At September 30, 2017 and December 31, 2016 , we had financing receivables of $176.9 million and $156.5 million and related payables of $105.5 million and $110.0 million outstanding under our order-to-cash program and product financing arrangements, which were included in other current assets and other current liabilities, respectively, in the consolidated balance sheets. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table summarizes the changes in the carrying amount of goodwill through September 30, 2017 : Domestic International Proprietary Products Consolidated Carrying amount of goodwill, December 31, 2016 $ 180,006 $ 19,391 $ 215,539 $ 414,936 Acquisition (See Note 3) 263,155 — — 263,155 Currency translation adjustments — 10,001 2,138 12,139 Carrying amount of goodwill, September 30, 2017 $ 443,161 $ 29,392 $ 217,677 $ 690,230 Intangible assets at September 30, 2017 , and December 31, 2016 , were as follows: September 30, 2017 December 31, 2016 Customer Relationships Other Intangibles Customer Other Gross intangible assets $ 241,444 $ 41,483 $ 118,223 $ 4,045 Accumulated amortization (48,757 ) (2,284 ) (38,429 ) (1,328 ) Net intangible assets $ 192,687 $ 39,199 $ 79,794 $ 2,717 At September 30, 2017 , $163.5 million in net intangible assets were held in the Domestic segment, $10.2 million were held in the International segment and $58.2 million were held in the Proprietary Products segment. Amortization expense for intangible assets was $5.1 million and $2.2 million for the three months ended September 30, 2017 and 2016 and $9.7 million and $6.6 million for the nine months ended September 30, 2017 and 2016 . Based on the current carrying value of intangible assets subject to amortization, estimated amortization expense is $11.6 million for the remainder of 2017 , $24.6 million for 2018 , $24.7 million for 2019 , $24.7 million for 2020 , $24.4 million for 2021 and $23.5 million for 2022. |
Exit and Realignment Charges
Exit and Realignment Charges | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Exit and Realignment Costs | Exit and Realignment Charges We periodically incur exit and realignment and other charges associated with optimizing our operations, which includes the consolidation of certain distribution and logistics centers, administrative offices and warehouses in the United States and Europe. These charges also include costs associated with our strategic organizational realignment which include management changes, certain professional fees and costs to streamline administrative functions and processes. Exit and realignment charges by segment for the three and nine months ended September 30, 2017 and 2016 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Domestic segment $ 3,880 $ 1,224 $ 12,421 $ 14,194 International segment 574 457 1,406 3,284 Proprietary Products segment 592 465 1,015 1,574 Total exit and realignment charges $ 5,046 $ 2,146 $ 14,842 $ 19,052 The following table summarizes the activity related to exit and realignment cost accruals through September 30, 2017 and 2016: Lease Obligations Severance and Other Total Accrued exit and realignment costs, December 31, 2016 $ — $ 2,238 $ 2,238 Provision for exit and realignment activities — 3,211 3,211 Change in estimate — (304 ) (304 ) Cash payments — (3,034 ) (3,034 ) Accrued exit and realignment costs, March 31, 2017 — 2,111 2,111 Provision for exit and realignment activities — 1,382 1,382 Change in estimate — (18 ) (18 ) Cash payments — (667 ) (667 ) Accrued exit and realignment costs, June 30, 2017 — 2,808 2,808 Provision for exit and realignment activities — 3,156 3,156 Cash payments — (423 ) (423 ) Accrued exit and realignment costs, September 30, 2017 $ — $ 5,541 $ 5,541 Accrued exit and realignment costs, December 31, 2015 $ 486 $ 1,840 $ 2,326 Provision for exit and realignment activities — 9,895 9,895 Cash payments, net of sublease income (486 ) (1,287 ) (1,773 ) Accrued exit and realignment costs, March 31, 2016 — 10,448 10,448 Provision for exit and realignment activities — 1,254 1,254 Cash payments, net of sublease income — (7,087 ) (7,087 ) Accrued exit and realignment costs, June 30, 2016 — 4,615 4,615 Provision for exit and realignment activities — 725 725 Change in Estimate — (268 ) (268 ) Cash payments, net of sublease income — (2,066 ) (2,066 ) Accrued exit and realignment costs, September 30, 2016 $ — $ 3,006 $ 3,006 In addition to the exit and realignment accruals in the preceding table, we also incurred $1.9 million of costs that were expensed as incurred for the three months ended September 30, 2017, including $1.7 million in information system restructuring costs, and $0.2 million in other costs. For the nine months ended September 30, 2017, we recognized $7.4 million of costs that were expensed as incurred, including $4.5 million in asset write-downs, $1.9 million in information system restructuring costs and $1.0 million in other costs. We incurred $1.7 million of costs that were expensed as incurred for the three months ended September 30, 2016, including $0.7 million in other facility costs, $0.5 million in labor costs, $0.4 million in information systems costs, and $0.1 million in other costs. For the nine months ended September 30, 2016, we recognized $7.4 million of costs that were expensed as incurred, including $3.6 million in consulting costs, $1.8 million in information system costs, $0.7 million in other facility costs, $0.5 million in labor costs, and $0.8 million in other costs. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans We have a noncontributory, unfunded retirement plan for certain officers and other key employees in the United States. Certain of our foreign subsidiaries also have defined benefit pension plans covering substantially all of their respective employees. The components of net periodic benefit cost, which are included in distribution, selling and administrative expenses, for the three and nine months ended September 30, 2017 and 2016 , were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Service cost $ 26 $ 27 $ 53 $ 70 Interest cost 474 508 1,422 1,523 Recognized net actuarial loss 456 412 1,367 1,236 Net periodic benefit cost $ 956 $ 947 $ 2,842 $ 2,829 Certain of our foreign subsidiaries have health and welfare plans covering substantially all of their respective employees. Our expense for these plans totaled $0.5 million and $0.4 million for the three months ended September 30, 2017 and 2016 and $1.3 million for the nine months ended September 30, 2017 and 2016 . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt We have $275 million of 3.875% senior notes due 2021 (the “2021 Notes”) and $275 million of 4.375% senior notes due 2024 (the “2024 Notes”), with interest payable semi-annually. The 2021 Notes were sold at 99.5% of the principal amount with an effective yield of 3.951% . The 2024 Notes were sold at 99.6% of the principal with an effective yield of 4.422% . We have the option to redeem the 2021 Notes and 2024 Notes in part or in whole prior to maturity at a redemption price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments discounted at the Treasury Rate plus 30 basis points. As of September 30, 2017 and December 31, 2016, the estimated fair value of the 2021 Notes was $280.1 million and $274.5 million and the estimated fair value of the 2024 Notes was $276.9 million and $270.0 million , respectively. On July 27, 2017, we entered into a new Credit Agreement replacing the Amended Credit Agreement. The new agreement provides borrowing capacity of $600 million and a $250 million term loan. We make principal payments under the term loan on a quarterly basis with the remaining outstanding principal due in five years. The revolving credit facility has a five -year maturity. The proceeds from the new borrowing were primarily used to fund the Byram acquisition which closed on August 1, 2017. Under the Credit Agreement, we have the ability to request two one -year extensions and to request an increase in aggregate commitments by up to $200 million . The interest rate on the Credit Agreement, which is subject to adjustment quarterly, is based on the London Interbank Offered Rate (LIBOR), the Federal Funds Rate or the Prime Rate, plus an adjustment based on the better of our debt ratings or leverage ratio (Credit Spread) as defined by the Credit Agreement. We are charged a commitment fee of between 12.5 and 25.0 basis points on the unused portion of the facility. The terms of the Credit Agreement limit the amount of indebtedness that we may incur and require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition. Based on our leverage ratio at September 30, 2017, the interest rate under the credit facility is LIBOR plus 1.375% . At September 30, 2017, we had borrowings of $117.2 million under the revolver and letters of credit of approximately $5.1 million outstanding under the Credit Agreement, leaving $477.7 million available for borrowing. We also had a letter of credit outstanding for $1.3 million as of September 30, 2017 and $1.1 million at December 31, 2016, which supports our facilities leased in Europe. The Credit Agreement and senior notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of either agreement. We believe we were in compliance with our debt covenants at September 30, 2017. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate was 48.1% and 34.3% for the three and nine months ended September 30, 2017 , compared to 36.3% and 37.3% in the same periods of 2016 . The changes in the effective tax rate compared to 2016 resulted primarily from a change in income mix among different tax rate jurisdictions and the effect of certain acquisition-related costs which were not deductible for tax purposes offset on a year to date basis by the release of an income tax valuation allowance in Europe for $3.4 million during the second quarter of 2017. The liability for unrecognized tax benefits was $13.3 million at September 30, 2017 , and $10.7 million at December 31, 2016 . Included in the liability at September 30, 2017 were $5.0 million of tax positions for which ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. |
Net Income per Common Share
Net Income per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income per Common Share | Net Income per Common Share The following summarizes the calculation of net income per common share attributable to common shareholders for the three and nine months ended September 30, 2017 and 2016. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2017 2016 2017 2016 Numerator: Net income $ 10,871 $ 29,831 $ 49,796 $ 81,682 Less: income allocated to unvested restricted shares (279 ) (291 ) (738 ) (855 ) Net income attributable to common shareholders - basic 10,592 29,540 49,058 80,827 Add: undistributed income attributable to unvested restricted shares - basic — 80 16 216 Less: undistributed income attributable to unvested restricted shares - diluted — (80 ) (16 ) (216 ) Net income attributable to common shareholders - diluted $ 10,592 $ 29,540 $ 49,058 $ 80,827 Denominator: Weighted average shares outstanding - basic and diluted 59,849 61,015 60,010 61,405 Net income per share attributable to common shareholders: Basic and diluted $ 0.18 $ 0.48 $ 0.82 $ 1.32 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Our Board of Directors has authorized a share repurchase program of up to $100 million of our outstanding common stock to be executed at the discretion of management over a three -year period, expiring in December 2019. The timing of repurchases and the exact number of shares of common stock to be purchased will depend upon market conditions and other factors and may be suspended or discontinued at any time. Purchases under the share repurchase program are made either pursuant to 10b5-1 plans entered into by the company from time to time and/or during the company’s scheduled quarterly trading windows for officers and directors. During the nine months ended September 30, 2017, we repurchased in open-market transactions and retired approximately 0.2 million shares of our common stock for an aggregate of $5.0 million , or an average price per share of $32.27 . As of September 30, 2017, we have approximately $94.0 million remaining under the repurchase program. We have elected to allocate any excess of share repurchase price over par value to retained earnings. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income (Loss) The following table shows the changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2017 and 2016 : Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), June 30, 2017 $ (10,743 ) $ (28,348 ) $ 165 $ (38,926 ) Other comprehensive income (loss) before reclassifications — 12,254 94 12,348 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 12,254 94 12,348 Amounts reclassified from accumulated other comprehensive income (loss) 456 — — 456 Income tax (220 ) — — (220 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 236 — — — 236 Other comprehensive income (loss) 236 12,254 94 12,584 Accumulated other comprehensive income (loss), September 30, 2017 $ (10,507 ) $ (16,094 ) $ 259 $ (26,342 ) Accumulated other comprehensive income (loss), June 30, 2016 $ (9,999 ) $ (40,186 ) $ (78 ) $ (50,263 ) Other comprehensive income (loss) before reclassifications — 1,401 82 1,483 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 1,401 82 1,483 Amounts reclassified from accumulated other comprehensive income (loss) 412 — — 412 Income tax (194 ) — — (194 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 218 — — — 218 Other comprehensive income (loss) 218 1,401 82 1,701 Accumulated other comprehensive income (loss), September 30, 2016 $ (9,781 ) $ (38,785 ) $ 4 $ (48,562 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2016 $ (11,209 ) $ (56,245 ) $ (29 ) $ (67,483 ) Other comprehensive income (loss) before reclassifications 40,151 288 40,439 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 40,151 288 40,439 Amounts reclassified from accumulated other comprehensive income (loss) 1,367 — — 1,367 Income tax (665 ) — — (665 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 702 — — 702 Other comprehensive income (loss) 702 40,151 288 41,141 Accumulated other comprehensive income (loss), September 30, 2017 $ (10,507 ) $ (16,094 ) $ 259 $ (26,342 ) Accumulated other comprehensive income (loss), December 31, 2015 $ (10,482 ) $ (41,228 ) $ (115 ) $ (51,825 ) Other comprehensive income (loss) before reclassifications — 2,443 119 2,562 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 2,443 119 2,562 Amounts reclassified from accumulated other comprehensive income (loss) 1,233 — — 1,233 Income tax (532 ) — — (532 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 701 — — 701 Other comprehensive income (loss) 701 2,443 119 3,263 Accumulated other comprehensive income (loss), September 30, 2016 $ (9,781 ) $ (38,785 ) $ 4 $ (48,562 ) We include amounts reclassified out of accumulated other comprehensive income related to defined benefit pension plans as a component of net periodic pension cost recorded in distribution, selling and administrative expenses. For the three and nine months ended September 30, 2017 , we reclassified $0.5 million and $1.4 million of actuarial net losses. For the three and nine months ended September 30, 2016, we reclassified $0.4 million and $1.2 million of actuarial net losses. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under three segments: Domestic, International and Proprietary Products. The Domestic segment includes our United States distribution, logistics and value-added services business. Byram, acquired on August 1, 2017, is included in the Domestic segment. The International segment consists of our European distribution, logistics and value-added services business. Proprietary Products provides product-related solutions, including surgical and procedural kitting and sourcing. We evaluate the performance of our segments based on their operating earnings excluding acquisition-related and exit and realignment charges, certain purchase price fair value adjustments, and other substantive items that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading or not meaningful. We believe all inter-segment sales are at prices that approximate market. The following tables present financial information by segment: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue: Segment net revenue Domestic $ 2,194,143 $ 2,287,233 $ 6,518,571 $ 6,954,687 International 96,661 83,751 287,555 255,861 Proprietary Products 124,542 132,705 392,654 409,022 Total segment net revenue $ 2,415,346 $ 2,503,689 $ 7,198,780 $ 7,619,570 Inter-segment revenue Proprietary Products (81,385 ) (88,088 ) (270,339 ) (264,501 ) Total inter-segment revenue (81,385 ) (88,088 ) (270,339 ) (264,501 ) Consolidated net revenue $ 2,333,961 $ 2,415,601 $ 6,928,441 $ 7,355,069 Operating earnings (loss): Domestic $ 36,056 $ 41,034 $ 102,812 $ 126,202 International (2,163 ) 1,382 (754 ) 3,402 Proprietary Products 9,102 14,340 26,040 41,866 Inter-segment eliminations 416 (449 ) (266 ) (905 ) Acquisition-related and exit and realignment charges (9,299 ) (2,739 ) (21,134 ) (19,974 ) Other (1) (4,441 ) — (8,674 ) — Consolidated operating earnings $ 29,671 $ 53,568 $ 98,024 $ 150,591 Depreciation and amortization: Domestic $ 9,602 $ 7,360 $ 23,233 $ 22,399 International 4,304 4,259 12,072 13,125 Proprietary Products 1,947 2,218 5,755 6,658 Consolidated depreciation and amortization $ 15,853 $ 13,837 $ 41,060 $ 42,182 Capital expenditures: Domestic $ 9,572 $ 3,071 $ 23,376 $ 10,274 International 3,206 3,223 11,659 8,053 Proprietary Products 718 1,009 2,754 2,436 Consolidated capital expenditures $ 13,496 $ 7,303 $ 37,789 $ 20,763 September 30, 2017 December 31, 2016 Total assets: Domestic $ 2,416,079 $ 1,778,481 International 418,331 352,898 Proprietary Products 401,331 400,885 Segment assets 3,235,741 2,532,264 Cash and cash equivalents 98,415 185,488 Consolidated total assets $ 3,334,156 $ 2,717,752 (1) Software as a Service (SaaS) implementation costs associated with the upgrading of our global IT platforms in connection with the redesign of our global information system strategy. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The following tables present condensed consolidating financial information for: Owens & Minor, Inc. (O&M); the guarantors of Owens & Minor, Inc.’s 2021 Notes and 2024 Notes, on a combined basis; and the non-guarantor subsidiaries of the 2021 Notes and 2024 Notes, on a combined basis. The guarantor subsidiaries are 100% owned by Owens & Minor, Inc. Separate financial statements of the guarantor subsidiaries are not presented because the guarantees by our guarantor subsidiaries are full and unconditional, as well as joint and several, and we believe the condensed consolidating financial information is more meaningful in understanding the financial position, results of operations and cash flows of the guarantor subsidiaries. Three Months Ended September 30, 2017 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 2,113,450 $ 264,765 $ (44,254 ) $ 2,333,961 Cost of goods sold — 1,919,049 157,439 (44,469 ) 2,032,019 Gross margin — 194,401 107,326 215 301,942 Distribution, selling and administrative expenses (117 ) 159,108 102,054 — 261,045 Acquisition-related and exit and realignment charges — 6,960 2,339 — 9,299 Other operating (income) expense, net — 448 1,479 — 1,927 Operating earnings (loss) 117 27,885 1,454 215 29,671 Interest expense (income), net 7,018 (1,184 ) 2,903 — 8,737 Income (loss) before income taxes (6,901 ) 29,069 (1,449 ) 215 20,934 Income tax (benefit) provision — 7,881 2,182 — 10,063 Equity in earnings of subsidiaries 17,772 — — (17,772 ) — Net income (loss) 10,871 21,188 (3,631 ) (17,557 ) 10,871 Other comprehensive income (loss) 12,584 330 12,254 (12,584 ) 12,584 Comprehensive income (loss) $ 23,455 $ 21,518 $ 8,623 $ (30,141 ) $ 23,455 Three Months Ended September 30, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 2,287,335 $ 168,216 $ (39,950 ) $ 2,415,601 Cost of goods sold — 2,070,639 89,192 (40,505 ) 2,119,326 Gross margin — 216,696 79,024 555 296,275 Distribution, selling and administrative expenses (52 ) 169,451 71,906 — 241,305 Acquisition-related and exit and realignment charges — 2,237 502 — 2,739 Other operating income, net — (1,205 ) (132 ) — (1,337 ) Operating earnings (loss) 52 46,213 6,748 555 53,568 Interest expense (income), net 7,403 (1,345 ) 712 — 6,770 Income (loss) before income taxes (7,351 ) 47,558 6,036 555 46,798 Income tax (benefit) provision — 14,131 2,836 — 16,967 Equity in earnings of subsidiaries 37,182 — — (37,182 ) — Net income (loss) 29,831 33,427 3,200 (36,627 ) 29,831 Other comprehensive income (loss) 1,701 299 1,402 (1,701 ) 1,701 Comprehensive income (loss) $ 31,532 $ 33,726 $ 4,602 $ (38,328 ) $ 31,532 Nine Months Ended September 30, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income Net revenue $ — $ 6,436,599 $ 635,900 $ (144,058 ) $ 6,928,441 Cost of goods sold — 5,845,789 369,596 (143,598 ) 6,071,787 Gross margin — 590,810 266,304 (460 ) 856,654 Distribution, selling and administrative expenses 434 480,765 254,154 — 735,353 Acquisition-related and exit and realignment charges — 17,084 4,050 — 21,134 Other operating (income) expense, net — 1,481 662 — 2,143 Operating earnings (loss) (434 ) 91,480 7,438 (460 ) 98,024 Interest expense (income), net 20,756 (2,777 ) 4,239 — 22,218 Income (loss) before income taxes (21,190 ) 94,257 3,199 (460 ) 75,806 Income tax (benefit) provision — 23,303 2,707 — 26,010 Equity in earnings of subsidiaries 70,986 — — (70,986 ) — Net income (loss) 49,796 70,954 492 (71,446 ) 49,796 Other comprehensive income (loss) 41,141 990 40,151 (41,141 ) 41,141 Comprehensive income (loss) $ 90,937 $ 71,944 $ 40,643 $ (112,587 ) $ 90,937 Nine Months Ended September 30, 2016 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income Net revenue $ — $ 6,954,983 $ 516,131 $ (116,045 ) $ 7,355,069 Cost of goods sold — 6,305,489 273,927 (116,677 ) 6,462,739 Gross margin — 649,494 242,204 632 892,330 Distribution, selling and administrative expenses 838 504,984 221,122 — 726,944 Acquisition-related and exit and realignment charges — 15,888 4,086 — 19,974 Other operating income, net — (3,952 ) (1,227 ) — (5,179 ) Operating earnings (loss) (838 ) 132,574 18,223 632 150,591 Interest expense (income), net 21,134 (2,808 ) 1,998 — 20,324 Income (loss) before income taxes (21,972 ) 135,382 16,225 632 130,267 Income tax (benefit) provision — 40,237 8,348 — 48,585 Equity in earnings of subsidiaries 103,654 — — (103,654 ) — Net income (loss) 81,682 95,145 7,877 (103,022 ) 81,682 Other comprehensive income (loss) 3,263 821 2,442 (3,263 ) 3,263 Comprehensive income (loss) $ 84,945 $ 95,966 $ 10,319 $ (106,285 ) $ 84,945 September 30, 2017 Owens & Minor, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 11,456 $ 1,145 $ 85,814 $ — $ 98,415 Accounts receivable, net 30,770 595,202 114,563 (7,779 ) 732,756 Merchandise inventories — 909,406 82,065 (2,220 ) 989,251 Other current assets 193 117,403 193,903 — 311,499 Total current assets 42,419 1,623,156 476,345 (9,999 ) 2,131,921 Property and equipment, net — 103,765 99,822 — 203,587 Goodwill, net — 180,006 510,224 — 690,230 Intangible assets, net — 10,100 221,786 — 231,886 Due from O&M and subsidiaries — 645,264 — (645,264 ) — Advances to and investment in consolidated subsidiaries 2,094,759 — — (2,094,759 ) — Other assets, net — 43,521 33,011 — 76,532 Total assets $ 2,137,178 $ 2,605,812 $ 1,341,188 $ (2,750,022 ) $ 3,334,156 Liabilities and equity Current liabilities Accounts payable $ — $ 768,780 $ 114,644 $ (7,794 ) $ 875,630 Accrued payroll and related liabilities — 18,615 13,383 — 31,998 Other current liabilities 7,127 110,580 178,956 — 296,663 Total current liabilities 7,127 897,975 306,983 (7,794 ) 1,204,291 Long-term debt, excluding current portion 545,830 6,743 364,683 — 917,256 Due to O&M and subsidiaries 580,437 — 65,002 (645,439 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 69,722 67,817 — 137,539 Other liabilities — 61,142 10,144 — 71,286 Total liabilities 1,133,394 1,174,472 814,629 (792,123 ) 2,330,372 Equity Common stock 122,499 — — — 122,499 Paid-in capital 224,183 174,613 583,872 (758,485 ) 224,183 Retained earnings (deficit) 683,444 1,267,294 (41,539 ) (1,225,755 ) 683,444 Accumulated other comprehensive income (loss) (26,342 ) (10,567 ) (15,774 ) 26,341 (26,342 ) Total equity 1,003,784 1,431,340 526,559 (1,957,899 ) 1,003,784 Total liabilities and equity $ 2,137,178 $ 2,605,812 $ 1,341,188 $ (2,750,022 ) $ 3,334,156 December 31, 2016 Owens & Guarantor Non-guarantor Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 38,015 $ 61,266 $ 86,207 $ — $ 185,488 Accounts receivable, net — 526,170 90,016 (10,102 ) 606,084 Merchandise inventories — 856,566 61,505 (1,760 ) 916,311 Other current assets 106 86,907 167,143 — 254,156 Total current assets 38,121 1,530,909 404,871 (11,862 ) 1,962,039 Property and equipment, net — 97,725 93,993 — 191,718 Goodwill, net — 180,006 234,930 — 414,936 Intangible assets, net — 11,655 70,856 — 82,511 Due from O&M and subsidiaries — 573,395 — (573,395 ) — Advances to and investments in consolidated subsidiaries 2,044,963 — — (2,044,963 ) — Other assets, net — 49,887 16,661 — 66,548 Total assets $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 Liabilities and equity Current liabilities Accounts payable $ — $ 683,189 $ 75,512 $ (7,951 ) $ 750,750 Accrued payroll and related liabilities — 32,814 12,237 — 45,051 Other current liabilities 7,106 93,327 138,404 — 238,837 Total current liabilities 7,106 809,330 226,153 (7,951 ) 1,034,638 Long-term debt, excluding current portion 544,838 3,219 16,526 — 564,583 Due to O&M and subsidiaries 571,102 — 48,044 (619,146 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 70,280 20,103 — 90,383 Other liabilities — 60,578 7,532 — 68,110 Total liabilities 1,123,046 1,082,297 318,358 (765,987 ) 1,757,714 Equity — Common stock 122,062 — — — 122,062 Paid-in capital 219,955 174,614 583,872 (758,486 ) 219,955 Retained earnings (deficit) 685,504 1,196,341 (42,032 ) (1,154,309 ) 685,504 Accumulated other comprehensive income (loss) (67,483 ) (9,675 ) (38,887 ) 48,562 (67,483 ) Total equity 960,038 1,361,280 502,953 (1,864,233 ) 960,038 Total liabilities and equity $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 Nine Months Ended September 30, 2017 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 49,796 $ 70,954 $ 492 $ (71,446 ) $ 49,796 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (70,986 ) — — 70,986 — Depreciation and amortization — 23,281 17,779 — 41,060 Share-based compensation expense — 8,592 — — 8,592 Provision for losses on accounts receivable — (377 ) 1,535 — 1,158 Deferred income tax expense (benefit) — (1,208 ) (3,377 ) — (4,585 ) Changes in operating assets and liabilities: Accounts receivable — (68,655 ) (8,047 ) (2,412 ) (79,114 ) Merchandise inventories — (52,840 ) (3,753 ) 459 (56,134 ) Accounts payable — 85,591 (8,217 ) 2,413 79,787 Net change in other assets and liabilities (65 ) (25,431 ) (15,138 ) — (40,634 ) Other, net (1 ) 5,716 4 — 5,719 Cash provided by (used for) operating activities (21,256 ) 45,623 (18,722 ) — 5,645 Investing activities: Acquisitions, net of cash acquired — — (366,569 ) — (366,569 ) Additions to property and equipment — (17,884 ) (7,079 ) — (24,963 ) Additions to computer software and intangible assets — (5,333 ) (7,493 ) — (12,826 ) Proceeds from the sale of property and equipment — 198 582 — 780 Cash used for investing activities — (23,019 ) (380,559 ) — (403,578 ) Financing activities: Change in intercompany advances 50,452 (87,278 ) 36,826 — — Proceeds from debt issuance — — 250,000 — 250,000 Borrowing under revolving credit facility — 6,013 111,187 — 117,200 Financing costs paid — — (1,798 ) — (1,798 ) Cash dividends paid (47,316 ) — — — (47,316 ) Repurchases of common stock (5,000 ) — — — (5,000 ) Other, net (3,439 ) (1,460 ) (2,464 ) — (7,363 ) Cash provided by (used for) financing activities (5,303 ) (82,725 ) 393,751 — 305,723 Effect of exchange rate changes on cash and cash equivalents — — 5,137 — 5,137 Net increase (decrease) in cash and cash equivalents (26,559 ) (60,121 ) (393 ) — (87,073 ) Cash and cash equivalents at beginning of period 38,015 61,266 86,207 — 185,488 Cash and cash equivalents at end of period $ 11,456 $ 1,145 $ 85,814 $ — $ 98,415 Nine Months Ended September 30, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 81,682 $ 95,145 $ 7,877 $ (103,022 ) $ 81,682 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (103,654 ) — — 103,654 — Depreciation and amortization — 22,497 19,685 — 42,182 Share-based compensation expense — 8,934 — — 8,934 Provision for losses on accounts receivable — (84 ) (132 ) — (216 ) Deferred income tax expense (benefit) — (3,233 ) — — (3,233 ) Changes in operating assets and liabilities: Accounts receivable — 14,107 (9,385 ) 301 5,023 Merchandise inventories — (3,662 ) (771 ) (633 ) (5,066 ) Accounts payable — 55,060 3,982 (300 ) 58,742 Net change in other assets and liabilities 2,277 (512 ) (46,668 ) — (44,903 ) Other, net 1,321 319 (274 ) — 1,366 Cash provided by (used for) operating activities (18,374 ) 188,571 (25,686 ) — 144,511 Investing activities: Additions to property and equipment — (7,337 ) (6,345 ) — (13,682 ) Additions to computer software and intangible assets — (2,937 ) (4,144 ) — (7,081 ) Proceeds from the sale of property and equipment — 78 4,419 — 4,497 Cash used for investing activities — (10,196 ) (6,070 ) — (16,266 ) Financing activities: Change in intercompany advances 172,057 (162,206 ) (9,851 ) — — Change in bank overdraft — — 21,753 — 21,753 Cash dividends paid (47,802 ) — — — (47,802 ) Repurchases of common stock (48,654 ) — — — (48,654 ) Other, net (4,027 ) (1,782 ) (2,309 ) — (8,118 ) Cash provided by (used for) financing activities 71,574 (163,988 ) 9,593 — (82,821 ) Effect of exchange rate changes on cash and cash equivalents — — 6,652 — 6,652 Net increase (decrease) in cash and cash equivalents 53,200 14,387 (15,511 ) — 52,076 Cash and cash equivalents at beginning of period 103,284 5,614 52,122 — 161,020 Cash and cash equivalents at end of period $ 156,484 $ 20,001 $ 36,611 $ — $ 213,096 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2017, we adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The amendments in this updated guidance included changes to simplify the Codification for several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. As a result of this adoption, we recognized $0.1 million and $ 0.3 million in excess tax benefits in the income statement for the three and nine months ended September 30, 2017. In addition, we recorded these tax benefits related to stock based compensation for the nine month period in operating activities in the statements of cash flows and reclassified $0.7 million from financing activities in the prior period to conform to this presentation. In May 2014, the FASB issued an ASU, Revenue from Contracts with Customers . The amended guidance eliminates industry specific guidance and applies to all companies. Revenue will be recognized when an entity satisfies a performance obligation by transferring control of a promised good or service to a customer in an amount that reflects the consideration to which the entity expects to be entitled for that good or service. Revenue from a contract that contains multiple performance obligations is allocated to each performance obligation generally on a relative standalone selling price basis. Amended guidance was issued on: principal versus agent considerations, shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the good, clarification on how an entity should evaluate the collectibility threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. The amended guidance also requires additional quantitative and qualitative disclosures. These amended standards are all effective for us beginning January 1, 2018 and allow for either full retrospective adoption or modified retrospective adoption (cumulative effect). We have substantially completed our evaluation of the amended guidance, including identification of revenue streams and customer contract reviews. Our revenue is primarily distribution revenue, which we recognize at the time shipment is completed and title passes to the customer. Although we are continuing to assess the impact of the amended guidance, including impact on financial disclosures, we generally anticipate that the timing of recognition of distribution revenue will be substantially unchanged under the amended guidance. We intend to use the modified retrospective method of adoption. We are finalizing our evaluation of how the guidance may require changes to our business processes, systems and controls to support the additional required disclosures. There has been no change in our significant accounting policies from those contained in our Annual Report on Form 10-K for the year ended December 31, 2016 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 31, 2017, we entered into a Purchase Agreement to acquire the Surgical and Infection Prevention (“S&IP”) business of Halyard Health, Inc. ("Halyard") for $710 million in cash, subject to certain adjustments as provided in the Purchase Agreement. Halyard’s S&IP business is a leading global provider of medical supplies and solutions for the prevention of healthcare-associated infections across the acute and alternate site channels. The transaction, which has been approved by the boards of directors of both companies, is expected to close in the first quarter of 2018, subject to customary closing conditions and regulatory approvals, including Hart-Scott-Rodino. |
Basis of Presentation and Use26
Basis of Presentation and Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Owens & Minor, Inc. and the subsidiaries it controls (we, us, or our) and contain all adjustments (which are comprised only of normal recurring accruals and use of estimates) necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The Clinical & Procedural Solutions (CPS) business segment has been renamed "Proprietary Products" effective January 1, 2017. Byram Healthcare (Byram), acquired on August 1, 2017, is included in the Domestic segment. There have been no other changes to the segment composition or our method of measuring segment operating earnings. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Actual results may differ from these estimates. |
Fair Value | The carrying amounts of cash and cash equivalents, accounts receivable, financing receivables, accounts payable and financing payables included in the consolidated balance sheets approximate fair value due to the short-term nature of these instruments. The fair value of long-term debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings and average remaining maturities (Level 2). We determine the fair value of our derivatives, if any, based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies. See Note 8 for the fair value of long-term debt. |
Share Repurchase | Our Board of Directors has authorized a share repurchase program of up to $100 million of our outstanding common stock to be executed at the discretion of management over a three -year period, expiring in December 2019. The timing of repurchases and the exact number of shares of common stock to be purchased will depend upon market conditions and other factors and may be suspended or discontinued at any time. Purchases under the share repurchase program are made either pursuant to 10b5-1 plans entered into by the company from time to time and/or during the company’s scheduled quarterly trading windows for officers and directors. During the nine months ended September 30, 2017, we repurchased in open-market transactions and retired approximately 0.2 million shares of our common stock for an aggregate of $5.0 million , or an average price per share of $32.27 . As of September 30, 2017, we have approximately $94.0 million remaining under the repurchase program. We have elected to allocate any excess of share repurchase price over par value to retained earnings. |
Segment Reporting | We periodically evaluate our application of accounting guidance for reportable segments and disclose information about reportable segments based on the way management organizes the enterprise for making operating decisions and assessing performance. We report our business under three segments: Domestic, International and Proprietary Products. The Domestic segment includes our United States distribution, logistics and value-added services business. Byram, acquired on August 1, 2017, is included in the Domestic segment. The International segment consists of our European distribution, logistics and value-added services business. Proprietary Products provides product-related solutions, including surgical and procedural kitting and sourcing. We evaluate the performance of our segments based on their operating earnings excluding acquisition-related and exit and realignment charges, certain purchase price fair value adjustments, and other substantive items that, either as a result of their nature or size, would not be expected to occur as part of our normal business operations on a regular basis. Segment assets exclude inter-segment account balances as we believe their inclusion would be misleading or not meaningful. We believe all inter-segment sales are at prices that approximate market. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Allocation of purchase price to assets and liabilities acquired | Preliminary Fair Assets acquired: Current assets $ 62,902 Goodwill 263,155 Intangible assets 156,000 Noncurrent assets 3,615 Total assets 485,672 Liabilities assumed: Current liabilities 72,397 Noncurrent liabilities 46,706 Total liabilities 119,103 Fair value of net assets acquired, net of cash $ 366,569 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The following table summarizes the changes in the carrying amount of goodwill through September 30, 2017 : Domestic International Proprietary Products Consolidated Carrying amount of goodwill, December 31, 2016 $ 180,006 $ 19,391 $ 215,539 $ 414,936 Acquisition (See Note 3) 263,155 — — 263,155 Currency translation adjustments — 10,001 2,138 12,139 Carrying amount of goodwill, September 30, 2017 $ 443,161 $ 29,392 $ 217,677 $ 690,230 |
Intangible Assets | Intangible assets at September 30, 2017 , and December 31, 2016 , were as follows: September 30, 2017 December 31, 2016 Customer Relationships Other Intangibles Customer Other Gross intangible assets $ 241,444 $ 41,483 $ 118,223 $ 4,045 Accumulated amortization (48,757 ) (2,284 ) (38,429 ) (1,328 ) Net intangible assets $ 192,687 $ 39,199 $ 79,794 $ 2,717 |
Exit and Realignment Charges (T
Exit and Realignment Charges (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Summary of Accrued Exit Costs | Exit and realignment charges by segment for the three and nine months ended September 30, 2017 and 2016 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Domestic segment $ 3,880 $ 1,224 $ 12,421 $ 14,194 International segment 574 457 1,406 3,284 Proprietary Products segment 592 465 1,015 1,574 Total exit and realignment charges $ 5,046 $ 2,146 $ 14,842 $ 19,052 |
Schedule of Restructuring and Related Costs Accrual Activity | The following table summarizes the activity related to exit and realignment cost accruals through September 30, 2017 and 2016: Lease Obligations Severance and Other Total Accrued exit and realignment costs, December 31, 2016 $ — $ 2,238 $ 2,238 Provision for exit and realignment activities — 3,211 3,211 Change in estimate — (304 ) (304 ) Cash payments — (3,034 ) (3,034 ) Accrued exit and realignment costs, March 31, 2017 — 2,111 2,111 Provision for exit and realignment activities — 1,382 1,382 Change in estimate — (18 ) (18 ) Cash payments — (667 ) (667 ) Accrued exit and realignment costs, June 30, 2017 — 2,808 2,808 Provision for exit and realignment activities — 3,156 3,156 Cash payments — (423 ) (423 ) Accrued exit and realignment costs, September 30, 2017 $ — $ 5,541 $ 5,541 Accrued exit and realignment costs, December 31, 2015 $ 486 $ 1,840 $ 2,326 Provision for exit and realignment activities — 9,895 9,895 Cash payments, net of sublease income (486 ) (1,287 ) (1,773 ) Accrued exit and realignment costs, March 31, 2016 — 10,448 10,448 Provision for exit and realignment activities — 1,254 1,254 Cash payments, net of sublease income — (7,087 ) (7,087 ) Accrued exit and realignment costs, June 30, 2016 — 4,615 4,615 Provision for exit and realignment activities — 725 725 Change in Estimate — (268 ) (268 ) Cash payments, net of sublease income — (2,066 ) (2,066 ) Accrued exit and realignment costs, September 30, 2016 $ — $ 3,006 $ 3,006 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost for Domestic Retirement Plan | The components of net periodic benefit cost, which are included in distribution, selling and administrative expenses, for the three and nine months ended September 30, 2017 and 2016 , were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Service cost $ 26 $ 27 $ 53 $ 70 Interest cost 474 508 1,422 1,523 Recognized net actuarial loss 456 412 1,367 1,236 Net periodic benefit cost $ 956 $ 947 $ 2,842 $ 2,829 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Net Income Per Common Share | The following summarizes the calculation of net income per common share attributable to common shareholders for the three and nine months ended September 30, 2017 and 2016. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2017 2016 2017 2016 Numerator: Net income $ 10,871 $ 29,831 $ 49,796 $ 81,682 Less: income allocated to unvested restricted shares (279 ) (291 ) (738 ) (855 ) Net income attributable to common shareholders - basic 10,592 29,540 49,058 80,827 Add: undistributed income attributable to unvested restricted shares - basic — 80 16 216 Less: undistributed income attributable to unvested restricted shares - diluted — (80 ) (16 ) (216 ) Net income attributable to common shareholders - diluted $ 10,592 $ 29,540 $ 49,058 $ 80,827 Denominator: Weighted average shares outstanding - basic and diluted 59,849 61,015 60,010 61,405 Net income per share attributable to common shareholders: Basic and diluted $ 0.18 $ 0.48 $ 0.82 $ 1.32 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | The following table shows the changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2017 and 2016 : Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), June 30, 2017 $ (10,743 ) $ (28,348 ) $ 165 $ (38,926 ) Other comprehensive income (loss) before reclassifications — 12,254 94 12,348 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 12,254 94 12,348 Amounts reclassified from accumulated other comprehensive income (loss) 456 — — 456 Income tax (220 ) — — (220 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 236 — — — 236 Other comprehensive income (loss) 236 12,254 94 12,584 Accumulated other comprehensive income (loss), September 30, 2017 $ (10,507 ) $ (16,094 ) $ 259 $ (26,342 ) Accumulated other comprehensive income (loss), June 30, 2016 $ (9,999 ) $ (40,186 ) $ (78 ) $ (50,263 ) Other comprehensive income (loss) before reclassifications — 1,401 82 1,483 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 1,401 82 1,483 Amounts reclassified from accumulated other comprehensive income (loss) 412 — — 412 Income tax (194 ) — — (194 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 218 — — — 218 Other comprehensive income (loss) 218 1,401 82 1,701 Accumulated other comprehensive income (loss), September 30, 2016 $ (9,781 ) $ (38,785 ) $ 4 $ (48,562 ) Retirement Plans Currency Translation Adjustments Other Total Accumulated other comprehensive income (loss), December 31, 2016 $ (11,209 ) $ (56,245 ) $ (29 ) $ (67,483 ) Other comprehensive income (loss) before reclassifications 40,151 288 40,439 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 40,151 288 40,439 Amounts reclassified from accumulated other comprehensive income (loss) 1,367 — — 1,367 Income tax (665 ) — — (665 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 702 — — 702 Other comprehensive income (loss) 702 40,151 288 41,141 Accumulated other comprehensive income (loss), September 30, 2017 $ (10,507 ) $ (16,094 ) $ 259 $ (26,342 ) Accumulated other comprehensive income (loss), December 31, 2015 $ (10,482 ) $ (41,228 ) $ (115 ) $ (51,825 ) Other comprehensive income (loss) before reclassifications — 2,443 119 2,562 Income tax — — — — Other comprehensive income (loss) before reclassifications, net of tax — 2,443 119 2,562 Amounts reclassified from accumulated other comprehensive income (loss) 1,233 — — 1,233 Income tax (532 ) — — (532 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax 701 — — 701 Other comprehensive income (loss) 701 2,443 119 3,263 Accumulated other comprehensive income (loss), September 30, 2016 $ (9,781 ) $ (38,785 ) $ 4 $ (48,562 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Financial Information by Segment | The following tables present financial information by segment: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenue: Segment net revenue Domestic $ 2,194,143 $ 2,287,233 $ 6,518,571 $ 6,954,687 International 96,661 83,751 287,555 255,861 Proprietary Products 124,542 132,705 392,654 409,022 Total segment net revenue $ 2,415,346 $ 2,503,689 $ 7,198,780 $ 7,619,570 Inter-segment revenue Proprietary Products (81,385 ) (88,088 ) (270,339 ) (264,501 ) Total inter-segment revenue (81,385 ) (88,088 ) (270,339 ) (264,501 ) Consolidated net revenue $ 2,333,961 $ 2,415,601 $ 6,928,441 $ 7,355,069 Operating earnings (loss): Domestic $ 36,056 $ 41,034 $ 102,812 $ 126,202 International (2,163 ) 1,382 (754 ) 3,402 Proprietary Products 9,102 14,340 26,040 41,866 Inter-segment eliminations 416 (449 ) (266 ) (905 ) Acquisition-related and exit and realignment charges (9,299 ) (2,739 ) (21,134 ) (19,974 ) Other (1) (4,441 ) — (8,674 ) — Consolidated operating earnings $ 29,671 $ 53,568 $ 98,024 $ 150,591 Depreciation and amortization: Domestic $ 9,602 $ 7,360 $ 23,233 $ 22,399 International 4,304 4,259 12,072 13,125 Proprietary Products 1,947 2,218 5,755 6,658 Consolidated depreciation and amortization $ 15,853 $ 13,837 $ 41,060 $ 42,182 Capital expenditures: Domestic $ 9,572 $ 3,071 $ 23,376 $ 10,274 International 3,206 3,223 11,659 8,053 Proprietary Products 718 1,009 2,754 2,436 Consolidated capital expenditures $ 13,496 $ 7,303 $ 37,789 $ 20,763 |
Consolidated Total Assets | September 30, 2017 December 31, 2016 Total assets: Domestic $ 2,416,079 $ 1,778,481 International 418,331 352,898 Proprietary Products 401,331 400,885 Segment assets 3,235,741 2,532,264 Cash and cash equivalents 98,415 185,488 Consolidated total assets $ 3,334,156 $ 2,717,752 (1) Software as a Service (SaaS) implementation costs associated with the upgrading of our global IT platforms in connection with the redesign of our global information system strategy. |
Condensed Consolidating Finan34
Condensed Consolidating Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Income Statement | The following tables present condensed consolidating financial information for: Owens & Minor, Inc. (O&M); the guarantors of Owens & Minor, Inc.’s 2021 Notes and 2024 Notes, on a combined basis; and the non-guarantor subsidiaries of the 2021 Notes and 2024 Notes, on a combined basis. The guarantor subsidiaries are 100% owned by Owens & Minor, Inc. Separate financial statements of the guarantor subsidiaries are not presented because the guarantees by our guarantor subsidiaries are full and unconditional, as well as joint and several, and we believe the condensed consolidating financial information is more meaningful in understanding the financial position, results of operations and cash flows of the guarantor subsidiaries. Three Months Ended September 30, 2017 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 2,113,450 $ 264,765 $ (44,254 ) $ 2,333,961 Cost of goods sold — 1,919,049 157,439 (44,469 ) 2,032,019 Gross margin — 194,401 107,326 215 301,942 Distribution, selling and administrative expenses (117 ) 159,108 102,054 — 261,045 Acquisition-related and exit and realignment charges — 6,960 2,339 — 9,299 Other operating (income) expense, net — 448 1,479 — 1,927 Operating earnings (loss) 117 27,885 1,454 215 29,671 Interest expense (income), net 7,018 (1,184 ) 2,903 — 8,737 Income (loss) before income taxes (6,901 ) 29,069 (1,449 ) 215 20,934 Income tax (benefit) provision — 7,881 2,182 — 10,063 Equity in earnings of subsidiaries 17,772 — — (17,772 ) — Net income (loss) 10,871 21,188 (3,631 ) (17,557 ) 10,871 Other comprehensive income (loss) 12,584 330 12,254 (12,584 ) 12,584 Comprehensive income (loss) $ 23,455 $ 21,518 $ 8,623 $ (30,141 ) $ 23,455 Three Months Ended September 30, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Income Net revenue $ — $ 2,287,335 $ 168,216 $ (39,950 ) $ 2,415,601 Cost of goods sold — 2,070,639 89,192 (40,505 ) 2,119,326 Gross margin — 216,696 79,024 555 296,275 Distribution, selling and administrative expenses (52 ) 169,451 71,906 — 241,305 Acquisition-related and exit and realignment charges — 2,237 502 — 2,739 Other operating income, net — (1,205 ) (132 ) — (1,337 ) Operating earnings (loss) 52 46,213 6,748 555 53,568 Interest expense (income), net 7,403 (1,345 ) 712 — 6,770 Income (loss) before income taxes (7,351 ) 47,558 6,036 555 46,798 Income tax (benefit) provision — 14,131 2,836 — 16,967 Equity in earnings of subsidiaries 37,182 — — (37,182 ) — Net income (loss) 29,831 33,427 3,200 (36,627 ) 29,831 Other comprehensive income (loss) 1,701 299 1,402 (1,701 ) 1,701 Comprehensive income (loss) $ 31,532 $ 33,726 $ 4,602 $ (38,328 ) $ 31,532 Nine Months Ended September 30, 2017 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income Net revenue $ — $ 6,436,599 $ 635,900 $ (144,058 ) $ 6,928,441 Cost of goods sold — 5,845,789 369,596 (143,598 ) 6,071,787 Gross margin — 590,810 266,304 (460 ) 856,654 Distribution, selling and administrative expenses 434 480,765 254,154 — 735,353 Acquisition-related and exit and realignment charges — 17,084 4,050 — 21,134 Other operating (income) expense, net — 1,481 662 — 2,143 Operating earnings (loss) (434 ) 91,480 7,438 (460 ) 98,024 Interest expense (income), net 20,756 (2,777 ) 4,239 — 22,218 Income (loss) before income taxes (21,190 ) 94,257 3,199 (460 ) 75,806 Income tax (benefit) provision — 23,303 2,707 — 26,010 Equity in earnings of subsidiaries 70,986 — — (70,986 ) — Net income (loss) 49,796 70,954 492 (71,446 ) 49,796 Other comprehensive income (loss) 41,141 990 40,151 (41,141 ) 41,141 Comprehensive income (loss) $ 90,937 $ 71,944 $ 40,643 $ (112,587 ) $ 90,937 Nine Months Ended September 30, 2016 Owens & Guarantor Non-guarantor Eliminations Consolidated Statements of Income Net revenue $ — $ 6,954,983 $ 516,131 $ (116,045 ) $ 7,355,069 Cost of goods sold — 6,305,489 273,927 (116,677 ) 6,462,739 Gross margin — 649,494 242,204 632 892,330 Distribution, selling and administrative expenses 838 504,984 221,122 — 726,944 Acquisition-related and exit and realignment charges — 15,888 4,086 — 19,974 Other operating income, net — (3,952 ) (1,227 ) — (5,179 ) Operating earnings (loss) (838 ) 132,574 18,223 632 150,591 Interest expense (income), net 21,134 (2,808 ) 1,998 — 20,324 Income (loss) before income taxes (21,972 ) 135,382 16,225 632 130,267 Income tax (benefit) provision — 40,237 8,348 — 48,585 Equity in earnings of subsidiaries 103,654 — — (103,654 ) — Net income (loss) 81,682 95,145 7,877 (103,022 ) 81,682 Other comprehensive income (loss) 3,263 821 2,442 (3,263 ) 3,263 Comprehensive income (loss) $ 84,945 $ 95,966 $ 10,319 $ (106,285 ) $ 84,945 |
Condensed Consolidating Balance Sheets | September 30, 2017 Owens & Minor, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 11,456 $ 1,145 $ 85,814 $ — $ 98,415 Accounts receivable, net 30,770 595,202 114,563 (7,779 ) 732,756 Merchandise inventories — 909,406 82,065 (2,220 ) 989,251 Other current assets 193 117,403 193,903 — 311,499 Total current assets 42,419 1,623,156 476,345 (9,999 ) 2,131,921 Property and equipment, net — 103,765 99,822 — 203,587 Goodwill, net — 180,006 510,224 — 690,230 Intangible assets, net — 10,100 221,786 — 231,886 Due from O&M and subsidiaries — 645,264 — (645,264 ) — Advances to and investment in consolidated subsidiaries 2,094,759 — — (2,094,759 ) — Other assets, net — 43,521 33,011 — 76,532 Total assets $ 2,137,178 $ 2,605,812 $ 1,341,188 $ (2,750,022 ) $ 3,334,156 Liabilities and equity Current liabilities Accounts payable $ — $ 768,780 $ 114,644 $ (7,794 ) $ 875,630 Accrued payroll and related liabilities — 18,615 13,383 — 31,998 Other current liabilities 7,127 110,580 178,956 — 296,663 Total current liabilities 7,127 897,975 306,983 (7,794 ) 1,204,291 Long-term debt, excluding current portion 545,830 6,743 364,683 — 917,256 Due to O&M and subsidiaries 580,437 — 65,002 (645,439 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 69,722 67,817 — 137,539 Other liabilities — 61,142 10,144 — 71,286 Total liabilities 1,133,394 1,174,472 814,629 (792,123 ) 2,330,372 Equity Common stock 122,499 — — — 122,499 Paid-in capital 224,183 174,613 583,872 (758,485 ) 224,183 Retained earnings (deficit) 683,444 1,267,294 (41,539 ) (1,225,755 ) 683,444 Accumulated other comprehensive income (loss) (26,342 ) (10,567 ) (15,774 ) 26,341 (26,342 ) Total equity 1,003,784 1,431,340 526,559 (1,957,899 ) 1,003,784 Total liabilities and equity $ 2,137,178 $ 2,605,812 $ 1,341,188 $ (2,750,022 ) $ 3,334,156 December 31, 2016 Owens & Guarantor Non-guarantor Eliminations Consolidated Balance Sheets Assets Current assets Cash and cash equivalents $ 38,015 $ 61,266 $ 86,207 $ — $ 185,488 Accounts receivable, net — 526,170 90,016 (10,102 ) 606,084 Merchandise inventories — 856,566 61,505 (1,760 ) 916,311 Other current assets 106 86,907 167,143 — 254,156 Total current assets 38,121 1,530,909 404,871 (11,862 ) 1,962,039 Property and equipment, net — 97,725 93,993 — 191,718 Goodwill, net — 180,006 234,930 — 414,936 Intangible assets, net — 11,655 70,856 — 82,511 Due from O&M and subsidiaries — 573,395 — (573,395 ) — Advances to and investments in consolidated subsidiaries 2,044,963 — — (2,044,963 ) — Other assets, net — 49,887 16,661 — 66,548 Total assets $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 Liabilities and equity Current liabilities Accounts payable $ — $ 683,189 $ 75,512 $ (7,951 ) $ 750,750 Accrued payroll and related liabilities — 32,814 12,237 — 45,051 Other current liabilities 7,106 93,327 138,404 — 238,837 Total current liabilities 7,106 809,330 226,153 (7,951 ) 1,034,638 Long-term debt, excluding current portion 544,838 3,219 16,526 — 564,583 Due to O&M and subsidiaries 571,102 — 48,044 (619,146 ) — Intercompany debt — 138,890 — (138,890 ) — Deferred income taxes — 70,280 20,103 — 90,383 Other liabilities — 60,578 7,532 — 68,110 Total liabilities 1,123,046 1,082,297 318,358 (765,987 ) 1,757,714 Equity — Common stock 122,062 — — — 122,062 Paid-in capital 219,955 174,614 583,872 (758,486 ) 219,955 Retained earnings (deficit) 685,504 1,196,341 (42,032 ) (1,154,309 ) 685,504 Accumulated other comprehensive income (loss) (67,483 ) (9,675 ) (38,887 ) 48,562 (67,483 ) Total equity 960,038 1,361,280 502,953 (1,864,233 ) 960,038 Total liabilities and equity $ 2,083,084 $ 2,443,577 $ 821,311 $ (2,630,220 ) $ 2,717,752 |
Condensed Consolidating Statement Of Cash Flows | Nine Months Ended September 30, 2017 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 49,796 $ 70,954 $ 492 $ (71,446 ) $ 49,796 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (70,986 ) — — 70,986 — Depreciation and amortization — 23,281 17,779 — 41,060 Share-based compensation expense — 8,592 — — 8,592 Provision for losses on accounts receivable — (377 ) 1,535 — 1,158 Deferred income tax expense (benefit) — (1,208 ) (3,377 ) — (4,585 ) Changes in operating assets and liabilities: Accounts receivable — (68,655 ) (8,047 ) (2,412 ) (79,114 ) Merchandise inventories — (52,840 ) (3,753 ) 459 (56,134 ) Accounts payable — 85,591 (8,217 ) 2,413 79,787 Net change in other assets and liabilities (65 ) (25,431 ) (15,138 ) — (40,634 ) Other, net (1 ) 5,716 4 — 5,719 Cash provided by (used for) operating activities (21,256 ) 45,623 (18,722 ) — 5,645 Investing activities: Acquisitions, net of cash acquired — — (366,569 ) — (366,569 ) Additions to property and equipment — (17,884 ) (7,079 ) — (24,963 ) Additions to computer software and intangible assets — (5,333 ) (7,493 ) — (12,826 ) Proceeds from the sale of property and equipment — 198 582 — 780 Cash used for investing activities — (23,019 ) (380,559 ) — (403,578 ) Financing activities: Change in intercompany advances 50,452 (87,278 ) 36,826 — — Proceeds from debt issuance — — 250,000 — 250,000 Borrowing under revolving credit facility — 6,013 111,187 — 117,200 Financing costs paid — — (1,798 ) — (1,798 ) Cash dividends paid (47,316 ) — — — (47,316 ) Repurchases of common stock (5,000 ) — — — (5,000 ) Other, net (3,439 ) (1,460 ) (2,464 ) — (7,363 ) Cash provided by (used for) financing activities (5,303 ) (82,725 ) 393,751 — 305,723 Effect of exchange rate changes on cash and cash equivalents — — 5,137 — 5,137 Net increase (decrease) in cash and cash equivalents (26,559 ) (60,121 ) (393 ) — (87,073 ) Cash and cash equivalents at beginning of period 38,015 61,266 86,207 — 185,488 Cash and cash equivalents at end of period $ 11,456 $ 1,145 $ 85,814 $ — $ 98,415 Nine Months Ended September 30, 2016 Owens & Minor, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Statements of Cash Flows Operating activities: Net income (loss) $ 81,682 $ 95,145 $ 7,877 $ (103,022 ) $ 81,682 Adjustments to reconcile net income to cash provided by (used for) operating activities: Equity in earnings of subsidiaries (103,654 ) — — 103,654 — Depreciation and amortization — 22,497 19,685 — 42,182 Share-based compensation expense — 8,934 — — 8,934 Provision for losses on accounts receivable — (84 ) (132 ) — (216 ) Deferred income tax expense (benefit) — (3,233 ) — — (3,233 ) Changes in operating assets and liabilities: Accounts receivable — 14,107 (9,385 ) 301 5,023 Merchandise inventories — (3,662 ) (771 ) (633 ) (5,066 ) Accounts payable — 55,060 3,982 (300 ) 58,742 Net change in other assets and liabilities 2,277 (512 ) (46,668 ) — (44,903 ) Other, net 1,321 319 (274 ) — 1,366 Cash provided by (used for) operating activities (18,374 ) 188,571 (25,686 ) — 144,511 Investing activities: Additions to property and equipment — (7,337 ) (6,345 ) — (13,682 ) Additions to computer software and intangible assets — (2,937 ) (4,144 ) — (7,081 ) Proceeds from the sale of property and equipment — 78 4,419 — 4,497 Cash used for investing activities — (10,196 ) (6,070 ) — (16,266 ) Financing activities: Change in intercompany advances 172,057 (162,206 ) (9,851 ) — — Change in bank overdraft — — 21,753 — 21,753 Cash dividends paid (47,802 ) — — — (47,802 ) Repurchases of common stock (48,654 ) — — — (48,654 ) Other, net (4,027 ) (1,782 ) (2,309 ) — (8,118 ) Cash provided by (used for) financing activities 71,574 (163,988 ) 9,593 — (82,821 ) Effect of exchange rate changes on cash and cash equivalents — — 6,652 — 6,652 Net increase (decrease) in cash and cash equivalents 53,200 14,387 (15,511 ) — 52,076 Cash and cash equivalents at beginning of period 103,284 5,614 52,122 — 161,020 Cash and cash equivalents at end of period $ 156,484 $ 20,001 $ 36,611 $ — $ 213,096 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 690,230 | $ 414,936 |
Byram Healthcare [Member] | ||
Business Acquisition [Line Items] | ||
Consideration transferred | 367,000 | |
Goodwill | 263,155 | |
Acquisition related costs | 3,100 | |
Domestic | ||
Business Acquisition [Line Items] | ||
Goodwill | 443,161 | $ 180,006 |
Domestic | Byram Healthcare [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill | $ 263,000 |
Acquisition Preliminary Fair Va
Acquisition Preliminary Fair Value Estimated as of Acquisition Date (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 690,230 | $ 414,936 |
Useful Life (in years) | 10 years | |
Byram Healthcare [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | $ 62,902 | |
Goodwill | 263,155 | |
Intangible assets | 156,000 | |
Noncurrent assets | 3,615 | |
Total assets | 485,672 | |
Current liabilities | 72,397 | |
Noncurrent liabilities | 46,706 | |
Total liabilities | 119,103 | |
Fair value of net assets acquired, net of cash | $ 366,569 |
Financing Receivables and Pay37
Financing Receivables and Payables - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other current liabilities | $ 296,663 | $ 238,837 |
Financing receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other current assets | 176,900 | 156,500 |
Financing payable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other current liabilities | $ 105,500 | $ 110,000 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2016 | $ 414,936 |
Currency translation adjustments | 12,139 |
Carrying amount of goodwill, September 30, 2017 | 690,230 |
Domestic | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2016 | 180,006 |
Currency translation adjustments | 0 |
Carrying amount of goodwill, September 30, 2017 | 443,161 |
International | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2016 | 19,391 |
Acquisition (See Note 3) | 0 |
Currency translation adjustments | 10,001 |
Carrying amount of goodwill, September 30, 2017 | 29,392 |
Proprietary Products | |
Goodwill [Roll Forward] | |
Carrying amount of goodwill, December 31, 2016 | 215,539 |
Acquisition (See Note 3) | 0 |
Currency translation adjustments | 2,138 |
Carrying amount of goodwill, September 30, 2017 | 217,677 |
Byram Healthcare [Member] | |
Goodwill [Roll Forward] | |
Acquisition (See Note 3) | 263,155 |
Carrying amount of goodwill, September 30, 2017 | 263,155 |
Byram Healthcare [Member] | Domestic | |
Goodwill [Roll Forward] | |
Acquisition (See Note 3) | 263,155 |
Carrying amount of goodwill, September 30, 2017 | $ 263,000 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 231,886 | $ 82,511 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 241,444 | 118,223 |
Accumulated amortization | (48,757) | (38,429) |
Net intangible assets | 192,687 | 79,794 |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross intangible assets | 41,483 | 4,045 |
Accumulated amortization | (2,284) | (1,328) |
Net intangible assets | $ 39,199 | $ 2,717 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | $ 231,886 | $ 231,886 | $ 82,511 | ||
Amortization expense for intangible assets | 5,100 | $ 2,200 | 9,700 | $ 6,600 | |
Estimated amortization expense for the remainder of 2017 | 11,600 | 11,600 | |||
Estimated amortization expense for 2018 | 24,600 | 24,600 | |||
Estimated amortization expense for 2019 | 24,700 | 24,700 | |||
Estimated amortization expense for 2020 | 24,700 | 24,700 | |||
Estimated amortization expense for 2021 | 24,400 | 24,400 | |||
Estimated amortization expense for 2022 | 23,500 | 23,500 | |||
Domestic | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | 163,500 | 163,500 | |||
International | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | 10,200 | 10,200 | |||
Proprietary Products | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | $ 58,200 | $ 58,200 |
Exit and Realignment Charges -
Exit and Realignment Charges - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and realignment charges | $ 5,046 | $ 2,146 | $ 14,842 | $ 19,052 |
Charges expensed as incurred | 1,900 | 1,700 | 7,400 | 7,400 |
Domestic | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and realignment charges | 3,880 | 1,224 | 12,421 | 14,194 |
International | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and realignment charges | 574 | 457 | 1,406 | 3,284 |
Proprietary Products | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total exit and realignment charges | 592 | 465 | 1,015 | 1,574 |
Labor Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expensed as incurred | 500 | 500 | ||
Consulting Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expensed as incurred | 3,600 | |||
Information System Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expensed as incurred | 1,700 | 400 | 1,900 | 1,800 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expensed as incurred | $ 200 | 100 | 1,000 | 800 |
Other facility costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expensed as incurred | $ 700 | $ 700 | ||
Facility Costs and Asset Writedowns | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges expensed as incurred | $ 4,500 |
Accrual for Exit and Realignmen
Accrual for Exit and Realignment Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||||||
Accrued exit and realignment costs, beginning of period | $ 2,808 | $ 2,111 | $ 2,238 | $ 4,615 | $ 10,448 | $ 2,326 |
Provision for exit and realignment activities | 3,156 | 1,382 | 3,211 | 725 | 1,254 | 9,895 |
Change in estimate | (18) | (304) | (268) | |||
Cash payments | (423) | (667) | (3,034) | (2,066) | (7,087) | (1,773) |
Accrued exit and realignment costs, end of period | 5,541 | 2,808 | 2,111 | 3,006 | 4,615 | 10,448 |
Lease Obligations | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Accrued exit and realignment costs, beginning of period | 0 | 0 | 0 | 0 | 0 | 486 |
Provision for exit and realignment activities | 0 | 0 | 0 | 0 | 0 | 0 |
Change in estimate | 0 | 0 | 0 | |||
Cash payments | 0 | 0 | 0 | 0 | 0 | (486) |
Accrued exit and realignment costs, end of period | 0 | 0 | 0 | 0 | 0 | 0 |
Severance and Other | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Accrued exit and realignment costs, beginning of period | 2,808 | 2,111 | 2,238 | 4,615 | 10,448 | 1,840 |
Provision for exit and realignment activities | 3,156 | 1,382 | 3,211 | 725 | 1,254 | 9,895 |
Change in estimate | (18) | (304) | (268) | |||
Cash payments | (423) | (667) | (3,034) | (2,066) | (7,087) | (1,287) |
Accrued exit and realignment costs, end of period | $ 5,541 | $ 2,808 | $ 2,111 | $ 3,006 | $ 4,615 | $ 10,448 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Foreign Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Health and welfare plans expense | $ 0.5 | $ 0.4 | $ 1.3 | $ 1.3 |
Retirement Plans - Components o
Retirement Plans - Components of Net Periodic Benefit Cost (Detail) - Domestic Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 26 | $ 27 | $ 53 | $ 70 |
Interest cost | 474 | 508 | 1,422 | 1,523 |
Recognized net actuarial loss | 456 | 412 | 1,367 | 1,236 |
Net periodic benefit cost | $ 956 | $ 947 | $ 2,842 | $ 2,829 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2017USD ($)extension | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||
Amount available for borrowing | $ 477,700,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 600,000,000 | |
Line of Credit Facility, Expiration Period | 5 years | |
Number of extensions | extension | 2 | |
Term of each extension (in years) | 1 year | |
Revolving Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee charged on unused portion of facility | 0.125% | |
Revolving Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee charged on unused portion of facility | 0.25% | |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 250,000,000 | |
Line of Credit Facility, Expiration Period | 5 years | |
Revolving Credit Facility, Additional Borrowing Capacity | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 200,000,000 | |
3.875% Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 275,000,000 | |
Interest rate of debt (percent) | 3.875% | |
Debt issued, percent of par | 99.50% | |
Effective yield (percent) | 3.951% | |
4.375% Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 275,000,000 | |
Interest rate of debt (percent) | 4.375% | |
Debt issued, percent of par | 99.60% | |
Effective yield (percent) | 4.422% | |
2021 and 2024 Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes redemption price (percent) | 100.00% | |
Rate of interest discounted (percent) | 0.30% | |
Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Line of Credit | $ 117,200,000 | |
Letters of Credit Outstanding, Amount | 5,100,000 | |
European Lease Agreement | Replaced Line of Credit | ||
Debt Instrument [Line Items] | ||
Letters of Credit Outstanding, Amount | $ 1,300,000 | $ 1,100,000 |
LIBOR | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (percent) | 1.375% | |
Estimated fair value | 3.875% Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt outstanding, fair value | $ 280,100,000 | 274,500,000 |
Estimated fair value | 4.375% Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt outstanding, fair value | $ 276,900,000 | $ 270,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Valuation Allowance [Line Items] | |||||
Effective income tax rate | 48.10% | 36.30% | 34.30% | 37.30% | |
Liability for unrecognized tax benefit | $ 13.3 | $ 13.3 | $ 10.7 | ||
Unrecognized tax benefit highly certain | $ 5 | 5 | |||
Europe [Member] | |||||
Valuation Allowance [Line Items] | |||||
Change in deferred tax assets valuation allowance | $ 3.4 |
Summary of Calculation of Net I
Summary of Calculation of Net Income Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net Income | $ 10,871 | $ 29,831 | $ 49,796 | $ 81,682 |
Less: income allocated to unvested restricted shares | (279) | (291) | (738) | (855) |
Net income attributable to common shareholders - basic | 10,592 | 29,540 | 49,058 | 80,827 |
Add: undistributed income attributable to unvested restricted shares - basic | 0 | 80 | 16 | 216 |
Less: undistributed income attributable to unvested restricted shares - diluted | 0 | (80) | (16) | (216) |
Net income attributable to common shareholders - diluted | $ 10,592 | $ 29,540 | $ 49,058 | $ 80,827 |
Denominator: | ||||
Weighted average shares outstanding - basic and diluted (in shares) | 59,849 | 61,015 | 60,010 | 61,405 |
Net income per share attributable to common shareholders: | ||||
Basic and diluted (in USD per share) | $ 0.18 | $ 0.48 | $ 0.82 | $ 1.32 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - December 2019 Share Repurchase Program [Member] $ / shares in Units, shares in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Equity, Class of Treasury Stock [Line Items] | |
Share repurchase program, authorized amount | $ 100,000,000 |
Stock repurchase program, term (in years) | 3 years |
Stock repurchase program, expiring date | 2019-12 |
Stock repurchased and retired, shares | shares | 0.2 |
Stock repurchased and retired, value | $ 5,000,000 |
Stock repurchase program, average price in USD per share | $ / shares | $ 32.27 |
Stock repurchase program, remaining authorized repurchase amount | $ 94,000,000 |
Changes in Accumulated Income L
Changes in Accumulated Income Loss by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss),Beginning Balance | $ (38,926) | $ (50,263) | $ (67,483) | $ (51,825) |
Other comprehensive income (loss) before reclassifications | 12,348 | 1,483 | 40,439 | 2,562 |
Income tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 12,348 | 1,483 | 40,439 | 2,562 |
Amounts reclassified from accumulated other comprehensive income (loss) | 456 | 412 | 1,367 | 1,233 |
Income tax | (220) | (194) | (665) | (532) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 236 | 218 | 702 | 701 |
Total other comprehensive income (loss), net of tax | 12,584 | 1,701 | 41,141 | 3,263 |
Accumulated other comprehensive income (loss),Ending Balance | (26,342) | (48,562) | (26,342) | (48,562) |
Retirement Plans | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss),Beginning Balance | (10,743) | (9,999) | (11,209) | (10,482) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | |
Income tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 456 | 412 | 1,367 | 1,233 |
Income tax | (220) | (194) | (665) | (532) |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 236 | 218 | 702 | 701 |
Total other comprehensive income (loss), net of tax | 236 | 218 | 702 | 701 |
Accumulated other comprehensive income (loss),Ending Balance | (10,507) | (9,781) | (10,507) | (9,781) |
Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss),Beginning Balance | (28,348) | (40,186) | (56,245) | (41,228) |
Other comprehensive income (loss) before reclassifications | 12,254 | 1,401 | 40,151 | 2,443 |
Income tax | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications, net of tax | 12,254 | 1,401 | 40,151 | 2,443 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Income tax | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss), net of tax | 12,254 | 1,401 | 40,151 | 2,443 |
Accumulated other comprehensive income (loss),Ending Balance | (16,094) | (38,785) | (16,094) | (38,785) |
Other | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss),Beginning Balance | 165 | (78) | (29) | (115) |
Other comprehensive income (loss) before reclassifications | 94 | 82 | 288 | 119 |
Income tax | 0 | 0 | 0 | |
Other comprehensive income (loss) before reclassifications, net of tax | 94 | 82 | 288 | 119 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Income tax | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss), net of tax | 94 | 82 | 288 | 119 |
Accumulated other comprehensive income (loss),Ending Balance | $ 259 | $ 4 | $ 259 | $ 4 |
Accumulated Other Comprehensi50
Accumulated Other Comprehensive Income - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||||
Amounts reclassified out of accumulated other comprehensive income related to defined benefit pension plans as component of net periodic benefit cost, actuarial net gain (loss) | $ 0.5 | $ 0.4 | $ 1.4 | $ 1.2 |
Financial Information by Segmen
Financial Information by Segment (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Net revenue | $ 2,333,961 | $ 2,415,601 | $ 6,928,441 | $ 7,355,069 |
Operating earnings (loss) | 29,671 | 53,568 | 98,024 | 150,591 |
Acquisition-related and exit and realignment charges | (9,299) | (2,739) | (21,134) | (19,974) |
Depreciation and amortization | 15,853 | 13,837 | 41,060 | 42,182 |
Capital expenditures | 13,496 | 7,303 | 37,789 | 20,763 |
Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 2,415,346 | 2,503,689 | 7,198,780 | 7,619,570 |
Operating Segments | Domestic | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 2,194,143 | 2,287,233 | 6,518,571 | 6,954,687 |
Operating earnings (loss) | 36,056 | 41,034 | 102,812 | 126,202 |
Depreciation and amortization | 9,602 | 7,360 | 23,233 | 22,399 |
Capital expenditures | 9,572 | 3,071 | 23,376 | 10,274 |
Operating Segments | International | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 96,661 | 83,751 | 287,555 | 255,861 |
Operating earnings (loss) | (2,163) | 1,382 | (754) | 3,402 |
Depreciation and amortization | 4,304 | 4,259 | 12,072 | 13,125 |
Capital expenditures | 3,206 | 3,223 | 11,659 | 8,053 |
Operating Segments | Proprietary Products | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | 124,542 | 132,705 | 392,654 | 409,022 |
Operating earnings (loss) | 9,102 | 14,340 | 26,040 | 41,866 |
Depreciation and amortization | 1,947 | 2,218 | 5,755 | 6,658 |
Capital expenditures | 718 | 1,009 | 2,754 | 2,436 |
Intersegment Eliminations | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | (81,385) | (88,088) | (270,339) | (264,501) |
Operating earnings (loss) | 416 | (449) | (266) | (905) |
Intersegment Eliminations | Proprietary Products | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net revenue | (81,385) | (88,088) | (270,339) | (264,501) |
Segment Reconciling Items | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Operating earnings (loss) | 4,441 | 0 | 8,674 | 0 |
Acquisition-related and exit and realignment charges | $ (9,299) | $ (2,739) | $ (21,134) | $ (19,974) |
Consolidated Total Assets (Deta
Consolidated Total Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | $ 3,334,156 | $ 2,717,752 | ||
Cash and cash equivalents | 98,415 | 185,488 | $ 213,096 | $ 161,020 |
Operating Segments | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 3,235,741 | 2,532,264 | ||
Operating Segments | Domestic | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 2,416,079 | 1,778,481 | ||
Operating Segments | International | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 418,331 | 352,898 | ||
Operating Segments | Proprietary Products | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Assets | 401,331 | 400,885 | ||
Segment Reconciling Items | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Cash and cash equivalents | $ 98,415 | $ 185,488 |
Condensed Consolidating Finan53
Condensed Consolidating Financial Information (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of ownership | 100.00% |
Condensed Consolidating Finan54
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Income) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | $ 2,333,961 | $ 2,415,601 | $ 6,928,441 | $ 7,355,069 |
Cost of goods sold | 2,032,019 | 2,119,326 | 6,071,787 | 6,462,739 |
Gross margin | 301,942 | 296,275 | 856,654 | 892,330 |
Distribution, selling, and administrative expenses | 261,045 | 241,305 | 735,353 | 726,944 |
Acquisition-related and exit and realignment charges | 9,299 | 2,739 | 21,134 | 19,974 |
Other operating (income) expense, net | 1,927 | (1,337) | 2,143 | (5,179) |
Operating earnings | 29,671 | 53,568 | 98,024 | 150,591 |
Interest expense (income), net | 8,737 | 6,770 | 22,218 | 20,324 |
Income before income taxes | 20,934 | 46,798 | 75,806 | 130,267 |
Income tax (benefit) provision | 10,063 | 16,967 | 26,010 | 48,585 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net Income | 10,871 | 29,831 | 49,796 | 81,682 |
Other comprehensive income (loss) | 12,584 | 1,701 | 41,141 | 3,263 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 23,455 | 31,532 | 90,937 | 84,945 |
Owens & Minor, Inc. | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Gross margin | 0 | 0 | 0 | 0 |
Distribution, selling, and administrative expenses | (117) | (52) | 434 | 838 |
Acquisition-related and exit and realignment charges | 0 | 0 | 0 | 0 |
Other operating (income) expense, net | 0 | 0 | 0 | 0 |
Operating earnings | 117 | 52 | (434) | (838) |
Interest expense (income), net | 7,018 | 7,403 | 20,756 | 21,134 |
Income before income taxes | (6,901) | (7,351) | (21,190) | (21,972) |
Income tax (benefit) provision | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | 17,772 | 37,182 | 70,986 | 103,654 |
Net Income | 10,871 | 29,831 | 49,796 | 81,682 |
Other comprehensive income (loss) | 12,584 | 1,701 | 41,141 | 3,263 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 23,455 | 31,532 | 90,937 | 84,945 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | 2,113,450 | 2,287,335 | 6,436,599 | 6,954,983 |
Cost of goods sold | 1,919,049 | 2,070,639 | 5,845,789 | 6,305,489 |
Gross margin | 194,401 | 216,696 | 590,810 | 649,494 |
Distribution, selling, and administrative expenses | 159,108 | 169,451 | 480,765 | 504,984 |
Acquisition-related and exit and realignment charges | 6,960 | 2,237 | 17,084 | 15,888 |
Other operating (income) expense, net | 448 | (1,205) | 1,481 | (3,952) |
Operating earnings | 27,885 | 46,213 | 91,480 | 132,574 |
Interest expense (income), net | (1,184) | (1,345) | (2,777) | (2,808) |
Income before income taxes | 29,069 | 47,558 | 94,257 | 135,382 |
Income tax (benefit) provision | 7,881 | 14,131 | 23,303 | 40,237 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net Income | 21,188 | 33,427 | 70,954 | 95,145 |
Other comprehensive income (loss) | 330 | 299 | 990 | 821 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 21,518 | 33,726 | 71,944 | 95,966 |
Non-guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | 264,765 | 168,216 | 635,900 | 516,131 |
Cost of goods sold | 157,439 | 89,192 | 369,596 | 273,927 |
Gross margin | 107,326 | 79,024 | 266,304 | 242,204 |
Distribution, selling, and administrative expenses | 102,054 | 71,906 | 254,154 | 221,122 |
Acquisition-related and exit and realignment charges | 2,339 | 502 | 4,050 | 4,086 |
Other operating (income) expense, net | 1,479 | (132) | 662 | (1,227) |
Operating earnings | 1,454 | 6,748 | 7,438 | 18,223 |
Interest expense (income), net | 2,903 | 712 | 4,239 | 1,998 |
Income before income taxes | (1,449) | 6,036 | 3,199 | 16,225 |
Income tax (benefit) provision | 2,182 | 2,836 | 2,707 | 8,348 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net Income | (3,631) | 3,200 | 492 | 7,877 |
Other comprehensive income (loss) | 12,254 | 1,402 | 40,151 | 2,442 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 8,623 | 4,602 | 40,643 | 10,319 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net revenue | (44,254) | (39,950) | (144,058) | (116,045) |
Cost of goods sold | (44,469) | (40,505) | (143,598) | (116,677) |
Gross margin | 215 | 555 | (460) | 632 |
Distribution, selling, and administrative expenses | 0 | 0 | 0 | 0 |
Acquisition-related and exit and realignment charges | 0 | 0 | 0 | 0 |
Other operating (income) expense, net | 0 | 0 | 0 | 0 |
Operating earnings | 215 | 555 | (460) | 632 |
Interest expense (income), net | 0 | 0 | 0 | 0 |
Income before income taxes | 215 | 555 | (460) | 632 |
Income tax (benefit) provision | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | (17,772) | (37,182) | (70,986) | (103,654) |
Net Income | (17,557) | (36,627) | (71,446) | (103,022) |
Other comprehensive income (loss) | (12,584) | (1,701) | (41,141) | (3,263) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (30,141) | $ (38,328) | $ (112,587) | $ (106,285) |
Condensed Consolidating Finan55
Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets | ||||||
Cash and cash equivalents | $ 98,415 | $ 185,488 | $ 213,096 | $ 161,020 | ||
Accounts receivable, net | 732,756 | 606,084 | ||||
Merchandise inventories | 989,251 | 916,311 | ||||
Other current assets | 311,499 | 254,156 | ||||
Total current assets | 2,131,921 | 1,962,039 | ||||
Property and equipment, net | 203,587 | 191,718 | ||||
Goodwill, net | 690,230 | 414,936 | ||||
Intangible assets, net | 231,886 | 82,511 | ||||
Due from O&M and subsidiaries | 0 | 0 | ||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | ||||
Other assets, net | 76,532 | 66,548 | ||||
Total assets | 3,334,156 | 2,717,752 | ||||
Current liabilities | ||||||
Accounts payable | 875,630 | 750,750 | ||||
Accrued payroll and related liabilities | 31,998 | 45,051 | ||||
Other current liabilities | 296,663 | 238,837 | ||||
Total current liabilities | 1,204,291 | 1,034,638 | ||||
Long-term debt, excluding current portion | 917,256 | 564,583 | ||||
Due to O&M and subsidiaries | 0 | 0 | ||||
Intercompany debt | 0 | 0 | ||||
Deferred income taxes | 137,539 | 90,383 | ||||
Other liabilities | 71,286 | 68,110 | ||||
Total liabilities | 2,330,372 | 1,757,714 | ||||
Equity | ||||||
Common stock | 122,499 | 122,062 | ||||
Paid-in capital | 224,183 | 219,955 | ||||
Retained earnings (deficit) | 683,444 | 685,504 | ||||
Accumulated other comprehensive loss | (26,342) | $ (38,926) | (67,483) | (48,562) | $ (50,263) | (51,825) |
Total equity | 1,003,784 | 960,038 | 986,683 | 992,590 | ||
Total liabilities and equity | 3,334,156 | 2,717,752 | ||||
Owens & Minor, Inc. | ||||||
Current assets | ||||||
Cash and cash equivalents | 11,456 | 38,015 | 156,484 | 103,284 | ||
Accounts receivable, net | 30,770 | 0 | ||||
Merchandise inventories | 0 | 0 | ||||
Other current assets | 193 | 106 | ||||
Total current assets | 42,419 | 38,121 | ||||
Property and equipment, net | 0 | 0 | ||||
Goodwill, net | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Due from O&M and subsidiaries | 0 | 0 | ||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 2,094,759 | 2,044,963 | ||||
Other assets, net | 0 | 0 | ||||
Total assets | 2,137,178 | 2,083,084 | ||||
Current liabilities | ||||||
Accounts payable | 0 | 0 | ||||
Accrued payroll and related liabilities | 0 | 0 | ||||
Other current liabilities | 7,127 | 7,106 | ||||
Total current liabilities | 7,127 | 7,106 | ||||
Long-term debt, excluding current portion | 545,830 | 544,838 | ||||
Due to O&M and subsidiaries | 580,437 | 571,102 | ||||
Intercompany debt | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Other liabilities | 0 | 0 | ||||
Total liabilities | 1,133,394 | 1,123,046 | ||||
Equity | ||||||
Common stock | 122,499 | 122,062 | ||||
Paid-in capital | 224,183 | 219,955 | ||||
Retained earnings (deficit) | 683,444 | 685,504 | ||||
Accumulated other comprehensive loss | (26,342) | (67,483) | ||||
Total equity | 1,003,784 | 960,038 | ||||
Total liabilities and equity | 2,137,178 | 2,083,084 | ||||
Guarantor Subsidiaries | ||||||
Current assets | ||||||
Cash and cash equivalents | 1,145 | 61,266 | 20,001 | 5,614 | ||
Accounts receivable, net | 595,202 | 526,170 | ||||
Merchandise inventories | 909,406 | 856,566 | ||||
Other current assets | 117,403 | 86,907 | ||||
Total current assets | 1,623,156 | 1,530,909 | ||||
Property and equipment, net | 103,765 | 97,725 | ||||
Goodwill, net | 180,006 | 180,006 | ||||
Intangible assets, net | 10,100 | 11,655 | ||||
Due from O&M and subsidiaries | 645,264 | 573,395 | ||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | ||||
Other assets, net | 43,521 | 49,887 | ||||
Total assets | 2,605,812 | 2,443,577 | ||||
Current liabilities | ||||||
Accounts payable | 768,780 | 683,189 | ||||
Accrued payroll and related liabilities | 18,615 | 32,814 | ||||
Other current liabilities | 110,580 | 93,327 | ||||
Total current liabilities | 897,975 | 809,330 | ||||
Long-term debt, excluding current portion | 6,743 | 3,219 | ||||
Due to O&M and subsidiaries | 0 | 0 | ||||
Intercompany debt | 138,890 | 138,890 | ||||
Deferred income taxes | 69,722 | 70,280 | ||||
Other liabilities | 61,142 | 60,578 | ||||
Total liabilities | 1,174,472 | 1,082,297 | ||||
Equity | ||||||
Common stock | 0 | 0 | ||||
Paid-in capital | 174,613 | 174,614 | ||||
Retained earnings (deficit) | 1,267,294 | 1,196,341 | ||||
Accumulated other comprehensive loss | (10,567) | (9,675) | ||||
Total equity | 1,431,340 | 1,361,280 | ||||
Total liabilities and equity | 2,605,812 | 2,443,577 | ||||
Non-guarantor Subsidiaries | ||||||
Current assets | ||||||
Cash and cash equivalents | 85,814 | 86,207 | 36,611 | 52,122 | ||
Accounts receivable, net | 114,563 | 90,016 | ||||
Merchandise inventories | 82,065 | 61,505 | ||||
Other current assets | 193,903 | 167,143 | ||||
Total current assets | 476,345 | 404,871 | ||||
Property and equipment, net | 99,822 | 93,993 | ||||
Goodwill, net | 510,224 | 234,930 | ||||
Intangible assets, net | 221,786 | 70,856 | ||||
Due from O&M and subsidiaries | 0 | 0 | ||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | ||||
Other assets, net | 33,011 | 16,661 | ||||
Total assets | 1,341,188 | 821,311 | ||||
Current liabilities | ||||||
Accounts payable | 114,644 | 75,512 | ||||
Accrued payroll and related liabilities | 13,383 | 12,237 | ||||
Other current liabilities | 178,956 | 138,404 | ||||
Total current liabilities | 306,983 | 226,153 | ||||
Long-term debt, excluding current portion | 364,683 | 16,526 | ||||
Due to O&M and subsidiaries | 65,002 | 48,044 | ||||
Intercompany debt | 0 | 0 | ||||
Deferred income taxes | 67,817 | 20,103 | ||||
Other liabilities | 10,144 | 7,532 | ||||
Total liabilities | 814,629 | 318,358 | ||||
Equity | ||||||
Common stock | 0 | 0 | ||||
Paid-in capital | 583,872 | 583,872 | ||||
Retained earnings (deficit) | (41,539) | (42,032) | ||||
Accumulated other comprehensive loss | (15,774) | (38,887) | ||||
Total equity | 526,559 | 502,953 | ||||
Total liabilities and equity | 1,341,188 | 821,311 | ||||
Eliminations | ||||||
Current assets | ||||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | ||
Accounts receivable, net | (7,779) | (10,102) | ||||
Merchandise inventories | (2,220) | (1,760) | ||||
Other current assets | 0 | 0 | ||||
Total current assets | (9,999) | (11,862) | ||||
Property and equipment, net | 0 | 0 | ||||
Goodwill, net | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Due from O&M and subsidiaries | (645,264) | (573,395) | ||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | (2,094,759) | (2,044,963) | ||||
Other assets, net | 0 | 0 | ||||
Total assets | (2,750,022) | (2,630,220) | ||||
Current liabilities | ||||||
Accounts payable | (7,794) | (7,951) | ||||
Accrued payroll and related liabilities | 0 | 0 | ||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities | (7,794) | (7,951) | ||||
Long-term debt, excluding current portion | 0 | 0 | ||||
Due to O&M and subsidiaries | (645,439) | (619,146) | ||||
Intercompany debt | (138,890) | (138,890) | ||||
Deferred income taxes | 0 | 0 | ||||
Other liabilities | 0 | 0 | ||||
Total liabilities | (792,123) | (765,987) | ||||
Equity | ||||||
Common stock | 0 | 0 | ||||
Paid-in capital | (758,485) | (758,486) | ||||
Retained earnings (deficit) | (1,225,755) | (1,154,309) | ||||
Accumulated other comprehensive loss | 26,341 | 48,562 | ||||
Total equity | (1,957,899) | (1,864,233) | ||||
Total liabilities and equity | $ (2,750,022) | $ (2,630,220) |
Condensed Consolidating Finan56
Condensed Consolidating Financial Information (Condensed Consolidating Statements Of Cash Flows) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net Income | $ 10,871 | $ 29,831 | $ 49,796 | $ 81,682 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Depreciation and amortization | 15,853 | 13,837 | 41,060 | 42,182 |
Share-based compensation expense | 8,592 | 8,934 | ||
Provision for losses on accounts receivable | 1,158 | (216) | ||
Deferred income tax expense (benefit) | (4,585) | (3,233) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (79,114) | 5,023 | ||
Merchandise inventories | (56,134) | (5,066) | ||
Accounts payable | 79,787 | 58,742 | ||
Net change in other assets and liabilities | (40,634) | (44,903) | ||
Other, net | 5,719 | 1,366 | ||
Cash provided by (used for) operating activities | 5,645 | 144,511 | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | (366,569) | 0 | ||
Additions to property and equipment | (24,963) | (13,682) | ||
Additions to computer software and intangible assets | (12,826) | (7,081) | ||
Proceeds from sale of property and equipment | 780 | 4,497 | ||
Cash used for investing activities | (403,578) | (16,266) | ||
Financing activities: | ||||
Change in intercompany advances | 0 | 0 | ||
Proceeds from debt issuance | 250,000 | 0 | ||
Borrowing under revolving credit facility | 117,200 | 0 | ||
Financing costs paid | (1,798) | 0 | ||
Cash dividends paid | (47,316) | (47,802) | ||
Repurchases of common stock | (5,000) | (48,654) | ||
Other, net | (7,363) | (8,118) | ||
Change in bank overdraft | 0 | 21,753 | ||
Cash provided by (used for) financing activities | 305,723 | (82,821) | ||
Effect of exchange rate changes on cash and cash equivalents | 5,137 | 6,652 | ||
Net increase (decrease) in cash and cash equivalents | (87,073) | 52,076 | ||
Cash and cash equivalents at beginning of period | 185,488 | 161,020 | ||
Cash and cash equivalents at end of period | 98,415 | 213,096 | 98,415 | 213,096 |
Owens & Minor, Inc. | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net Income | 10,871 | 29,831 | 49,796 | 81,682 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | (17,772) | (37,182) | (70,986) | (103,654) |
Depreciation and amortization | 0 | 0 | ||
Share-based compensation expense | 0 | 0 | ||
Provision for losses on accounts receivable | 0 | 0 | ||
Deferred income tax expense (benefit) | 0 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 0 | 0 | ||
Merchandise inventories | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Net change in other assets and liabilities | (65) | 2,277 | ||
Other, net | (1) | 1,321 | ||
Cash provided by (used for) operating activities | (21,256) | (18,374) | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | 0 | |||
Additions to property and equipment | 0 | 0 | ||
Additions to computer software and intangible assets | 0 | 0 | ||
Proceeds from sale of property and equipment | 0 | 0 | ||
Cash used for investing activities | 0 | 0 | ||
Financing activities: | ||||
Change in intercompany advances | 50,452 | 172,057 | ||
Proceeds from debt issuance | 0 | |||
Borrowing under revolving credit facility | 0 | |||
Financing costs paid | 0 | |||
Cash dividends paid | (47,316) | (47,802) | ||
Repurchases of common stock | (5,000) | (48,654) | ||
Other, net | (3,439) | (4,027) | ||
Change in bank overdraft | 0 | |||
Cash provided by (used for) financing activities | (5,303) | 71,574 | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | (26,559) | 53,200 | ||
Cash and cash equivalents at beginning of period | 38,015 | 103,284 | ||
Cash and cash equivalents at end of period | 11,456 | 156,484 | 11,456 | 156,484 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net Income | 21,188 | 33,427 | 70,954 | 95,145 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Depreciation and amortization | 23,281 | 22,497 | ||
Share-based compensation expense | 8,592 | 8,934 | ||
Provision for losses on accounts receivable | (377) | (84) | ||
Deferred income tax expense (benefit) | (1,208) | (3,233) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (68,655) | 14,107 | ||
Merchandise inventories | (52,840) | (3,662) | ||
Accounts payable | 85,591 | 55,060 | ||
Net change in other assets and liabilities | (25,431) | (512) | ||
Other, net | 5,716 | 319 | ||
Cash provided by (used for) operating activities | 45,623 | 188,571 | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | 0 | |||
Additions to property and equipment | (17,884) | (7,337) | ||
Additions to computer software and intangible assets | (5,333) | (2,937) | ||
Proceeds from sale of property and equipment | 198 | 78 | ||
Cash used for investing activities | (23,019) | (10,196) | ||
Financing activities: | ||||
Change in intercompany advances | (87,278) | (162,206) | ||
Proceeds from debt issuance | 0 | |||
Borrowing under revolving credit facility | 6,013 | |||
Financing costs paid | 0 | |||
Cash dividends paid | 0 | 0 | ||
Repurchases of common stock | 0 | 0 | ||
Other, net | (1,460) | (1,782) | ||
Change in bank overdraft | 0 | |||
Cash provided by (used for) financing activities | (82,725) | (163,988) | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | (60,121) | 14,387 | ||
Cash and cash equivalents at beginning of period | 61,266 | 5,614 | ||
Cash and cash equivalents at end of period | 1,145 | 20,001 | 1,145 | 20,001 |
Non-guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net Income | (3,631) | 3,200 | 492 | 7,877 |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Depreciation and amortization | 17,779 | 19,685 | ||
Share-based compensation expense | 0 | 0 | ||
Provision for losses on accounts receivable | 1,535 | (132) | ||
Deferred income tax expense (benefit) | (3,377) | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (8,047) | (9,385) | ||
Merchandise inventories | (3,753) | (771) | ||
Accounts payable | (8,217) | 3,982 | ||
Net change in other assets and liabilities | (15,138) | (46,668) | ||
Other, net | 4 | (274) | ||
Cash provided by (used for) operating activities | (18,722) | (25,686) | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | (366,569) | |||
Additions to property and equipment | (7,079) | (6,345) | ||
Additions to computer software and intangible assets | (7,493) | (4,144) | ||
Proceeds from sale of property and equipment | 582 | 4,419 | ||
Cash used for investing activities | (380,559) | (6,070) | ||
Financing activities: | ||||
Change in intercompany advances | 36,826 | (9,851) | ||
Proceeds from debt issuance | 250,000 | |||
Borrowing under revolving credit facility | 111,187 | |||
Financing costs paid | (1,798) | |||
Cash dividends paid | 0 | 0 | ||
Repurchases of common stock | 0 | |||
Other, net | (2,464) | (2,309) | ||
Change in bank overdraft | 21,753 | |||
Cash provided by (used for) financing activities | 393,751 | 9,593 | ||
Effect of exchange rate changes on cash and cash equivalents | 5,137 | 6,652 | ||
Net increase (decrease) in cash and cash equivalents | (393) | (15,511) | ||
Cash and cash equivalents at beginning of period | 86,207 | 52,122 | ||
Cash and cash equivalents at end of period | 85,814 | 36,611 | 85,814 | 36,611 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net Income | (17,557) | (36,627) | (71,446) | (103,022) |
Adjustments to reconcile net income to cash provided by (used for) operating activities: | ||||
Equity in earnings of subsidiaries | 17,772 | 37,182 | 70,986 | 103,654 |
Depreciation and amortization | 0 | 0 | ||
Share-based compensation expense | 0 | 0 | ||
Provision for losses on accounts receivable | 0 | 0 | ||
Deferred income tax expense (benefit) | 0 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (2,412) | 301 | ||
Merchandise inventories | 459 | (633) | ||
Accounts payable | 2,413 | (300) | ||
Net change in other assets and liabilities | 0 | 0 | ||
Other, net | 0 | 0 | ||
Cash provided by (used for) operating activities | 0 | 0 | ||
Investing activities: | ||||
Acquisitions, net of cash acquired | 0 | |||
Additions to property and equipment | 0 | 0 | ||
Additions to computer software and intangible assets | 0 | 0 | ||
Proceeds from sale of property and equipment | 0 | 0 | ||
Cash used for investing activities | 0 | 0 | ||
Financing activities: | ||||
Change in intercompany advances | 0 | 0 | ||
Proceeds from debt issuance | 0 | |||
Borrowing under revolving credit facility | 0 | |||
Financing costs paid | 0 | |||
Cash dividends paid | 0 | 0 | ||
Repurchases of common stock | 0 | 0 | ||
Other, net | 0 | 0 | ||
Change in bank overdraft | 0 | |||
Cash provided by (used for) financing activities | 0 | 0 | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents at beginning of period | 0 | 0 | ||
Cash and cash equivalents at end of period | $ 0 | $ 0 | $ 0 | $ 0 |
Recent Accounting Pronounceme57
Recent Accounting Pronouncements Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Effective Income Tax Rate Reconciliation, Share-based Compensation, Excess Tax Benefit, Amount | $ 100 | $ 300 | |
Cash provided by (used in) operating activities | 5,645 | $ 144,511 | |
Cash provided by (used in) financing activities | (305,723) | $ 82,821 | |
Accounting Standards Update 2016-09 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cash provided by (used in) operating activities | 700 | ||
Cash provided by (used in) financing activities | $ 700 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 1 Months Ended |
Oct. 31, 2017USD ($) | |
Surgical And Infection Prevention [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Payments to Acquire Businesses, Gross | $ 710 |